SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2000
EMBREX, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 000-19495 56-1469825
(State or other (Commission File No.) I.R.S. Employer
jurisdiction Identification Number
of incorporation)
1035 SWABIA COURT, DURHAM, NORTH CAROLINA 27703
(Address of principal executive offices)
(919) 941-5185
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On February 14, 2000, Embrex, Inc. entered into a letter agreement among
Embrex, Inc., Micro Cap Partners, L.P., Palo Alto Investors, Inc., and William
L. Edwards, a copy of which is attached hereto as an Exhibit and is incorporated
herein by reference.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit Number Description of Exhibit
- -------------- ----------------------
4.01 Letter agreement among Embrex, Inc., Micro Cap
Partners, L.P., Palo Alto Investors, Inc., and
William L. Edwards.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMBREX, INC.
By: /s/ Randall L. Marcuson
-------------------------------------
Name: Randall L. Marcuson
Dated: February 22, 2000 Title: President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
4.01 Letter agreement among Embrex, Inc., Micro Cap
Partners, L.P., Palo Alto Investors, Inc., and
William L. Edwards.
EXHIBIT 4.01
EMBREX, INC.
1035 Swabia Court
Durham, North Carolina 27703
February 11, 2000
Mr. William L. Edwards
Micro Cap Partners, LP
Palo Alto Investors, Inc.
470 University Avenue
Palo Alto, CA 94301
Dear Will:
On behalf of the Embrex Board, I want to thank you for your
consideration of the withdrawal of your December 20 request asking that we
include a proposed bylaw amendment in our proxy statement for the upcoming
annual meeting. We understand that you and your funds have withdrawn that
request.
In response to your recent question, I also wanted to let you know who
the Board has nominated as its slate of director nominees for the upcoming
annual meeting. Those nominees are as follows: Dan Blackshear, Lester Crawford,
Peter Holzer (Chairman), Ken May, Art Pappas, Walter Smiley, and myself. As I
have mentioned to you, Chuck Austin has decided not to stand for re-election so
he can more actively pursue retirement and family interests.
Finally, I wanted to confirm our agreement that neither you nor your
funds will directly or indirectly solicit proxies (as defined under securities
laws) regarding any matter or bring any proposal or matter before the 2000
Annual Meeting of Shareholders of Embrex.
We look forward to staying in close touch over the coming year. On
behalf of yourself and your funds, please confirm as correct the understandings
set forth in this letter by signing where indicated below. Thank you for your
ongoing assistance and cooperation.
Best wishes,
Embrex, Inc.
/s/ Randall L. Marcuson
By: Randall L. Marcuson
President and Chief Executive Officer
Confirmed and agreed to on behalf of Micro Cap Partners, LP,
Palo Alto Investors, Inc. and William L. Edwards
By: /s/ William L. Edwards
-----------------------
William L. Edwards
