SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: October 7, 1998
PARACELSIAN, INC.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 56-1399565
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
222 Langmuir Laboratories
Cornell Technology Park
Ithaca, New York 14850
(607) 257-4224
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(Address, Including Zip Code and Telephone, Including Area Code,
of Registrant's Principal Executive Offices)
Bernard Landes
222 Langmuir Laboratories
Cornell Technology Park
Ithaca, New York 14850
(607) 257-4224
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(Address, Including Zip Code and Telephone, Including Area Code,
of Registrant's Principal Executive Offices)
This form contains 3 pages, plus exhibits.
<PAGE>
ITEM 5. OTHER EVENTS
Paracelsian, Inc., was notified on October 7, 1998, by NASDAQ that effective
with the close of business on October 7, 1998, the company's shares will be
delisted from the NASDAQ SmallCap Market and further trading will be via the OTC
Bulletin Board. NASDAQ's action was based on the fact that Paracelsian did not
meet its criteria for continued listing.
"This decision by NASDAQ was disappointing, but Paracelsian did not meet the
listing requirements for a significant time prior to the change in management
and the reconstitution of the Board of Directors in January of 1998," said
Bernie Landes, Paracelsian's President and Chief Executive Officer.
"Nevertheless, we don't believe this decision reflects any weakness in the
Company's fundamentals or in any way diminishes its prospects, either in the
short term or in the long term. In fact, since our stock reached a 52-week high
just a short time ago, our outlook has only improved. We are moving closer to
substantial revenue through our BioFIT certification program in partnership with
R.P. Scherer, we are well into our pharmaceutical research collaboration with
the Southern Research Institute, and we are involved in some exciting
discussions with several potential corporate partners regarding the other
aspects of our business," said Mr. Landes.
"We will aggressively explore listing on other exchanges and, in the interim,
our securities can be traded on the OTC Bulletin Board," noted Mr. Landes. "We
recognize that the decision by NASDAQ may have some short-term impact. However,
we remain confident in the fundamentals of our company, and we believe it is
these fundamentals that will create value over time, not short-term changes in
psychology. We are up to the challenge of making good on our commitment to our
shareholders," concluded Mr. Landes.
Paracelsian is a unique biotechnology company whose business centers on the
development and application of functional bioassays. These assays are used for
Quality Assurance of herbs, botanicals, and other dietary supplements, in the
development of dietary supplement, OTC and pharmaceutical products, and in
monitoring environmental toxins and identifying carcinogens.
Notice: This report may contain so-called "forward-looking statements." These
statements can be identified by introductory words such as "expects," "plans,"
"will," "estimates," "forecasts," "projects," or words of similar meaning.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties, including, but not limited to, the results of research and
development efforts, the effect of regulation by the United States Food and Drug
Administration and other agencies, the impact of competitive products, product
development, commercialization and technological difficulties, and other risks
detailed in the Company's periodic reports filed with the Securities and
Exchange Commission. No forward-looking statement is a guarantee of future
results or events, and one should avoid placing undue reliance on such
statements.
<PAGE>
ITEM 7(c): EXHIBITS
EXHIBIT 99: Press release announcing NASDAQ action.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
PARACELSIAN, INC.
By: /s/ BERNARD LANDES
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Bernard Landes
Chairman and Chief Executive Officer
EXHIBIT 99
PRESS RELEASE
PARACELSIAN STOCK TO BE TRADED ON OTC BULLETIN BOARD
October 7, 1998, Ithaca, NY (NASDAQ: PRLN) Paracelsian, Inc.
(http://www.paracelsian.com) announced that it was notified today by NASDAQ that
effective with the close of business on October 7, the company's shares will be
de-listed from the NASDAQ SMALLCAP Market and further trading will be via the
OTC Bulletin Board. NASDAQ's action was based on the fact that Paracelsian did
not meet its criteria for continued listing.
"This decision by NASDAQ was disappointing, but Paracelsian did not meet the
listing requirements for a significant time prior to the change in management
and the reconstitution of the Board of Directors in January of 1998" said Bernie
Landes, Paracelsian's President and Chief Executive Officer. "Nevertheless, we
don't believe this decision reflects any weakness in the Company's fundamentals
or in any way diminishes it's prospects, either in the short term or in the long
term. In fact, since our stock reached a 52-week high just a short time ago, our
outlook has only improved. We are moving closer to substantial revenue through
our BioFIT certification program in partnership with R.P. Scherer, we are well
into our pharmaceutical research collaboration with the Southern Research
Institute, and we are involved in some exciting discussions with several
potential corporate partners regarding the other aspects of our business," said
Mr. Landes.
"We will aggressively explore listing on other exchanges and, in the interim,
our securities can be traded on the OTC Bulletin Board," noted Mr. Landes. "We
recognize that the decision by NASDAQ may have some short term impact. However,
we remain confident in the fundamentals of our company, and we believe it is
these fundamentals that will create value over time, not short term changes in
psychology. We are up to the challenge of making good on our commitment to our
shareholders," concluded Mr. Landes.
Paracelsian is a unique biotechnology company whose business centers on the
development and application of functional bioassays. These assays are used for
Quality Assurance of herbs, botanicals and other dietary supplements, in the
development of dietary supplement, OTC and pharmaceutical products, and in
monitoring environmental toxins and identifying carcinogens.
Notice: This news release and oral statements made from time to time by Company
representatives concerning the same subject matter may contain so-called
"forward-looking statements". These statements can be identified by introductory
words such as "expects", "plans", "will", "estimates", "forecasts", "projects"
or words of similar meaning.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties, including but not limited to, the results of research and
development efforts, the effect of regulation by the United States Food and Drug
Administration and other agencies, the impact of competitive products, product
development commercialization and technological difficulties, and other risks
detailed in the Company's periodic reports filed with the Securities and
Exchange Commission.
No forward-looking statement is a guarantee of future results or events, and one
should avoid placing undue reliance on such statements.
Contact: Bernie Landes - President and CEO (607) 257-4224
