SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
September 27, 1996
biosys, inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19819 94-2878645
State or other jurisdiction of (Commission file number) (I.R.S. Employer
Incorporation Identification No.)
10150 Old Columbia Road, Columbia Maryland 21046
(Address of principal executive offices) (Zip code)
(410) 381-3800
(Registrant's telephone number, including area code)
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Item 3. Bankruptcy or Receivership
On September 27 1996, the Company filed for relief under Chapter 11 of
the United States Bankruptcy Code (the "Bankruptcy Code"). The petition was
filed in the United States Bankruptcy Court for the District of Maryland (the
"Bankruptcy Court") and was assigned case number 96-59463-SD. The Company is a
debtor-in-possession under the Bankruptcy Code. A copy of the press release
issued by the Company on September 30, 1996 reporting the filing is attached as
an exhibit hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Press Release of the Company dated September 30, 1996.
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SIGNATURE
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.
biosys, inc.
By:/s/Michael R.N. Thomas
Michael R.N. Thomas
Vice President and
Chief Financial Officer
Date: October 23, 1996
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release of the Company dated September 24, 1996.
EXHIBIT 99.1
Company Contacts:
Edwin C. Quattlebaum
President and CEO
Michael R.N. Thomas
Vice President and CFO
(410) 381-3840
Columbia, Maryland, September 30, 1996 -- biosys, inc. (NASDAQ/NM: BIOS)
filed for reorganization under Chapter 11 of the Bankruptcy Code in the
Bankruptcy Court for the District of Maryland in Baltimore on Friday, September
27, 1996. The Company will operate as a debtor-in-possession and intends to
formulate a plan of reorganization or a plan of liquidation. Creditors will be
receiving notice of the filing from the Court.
biosys stated that is has proved impossible to raise the financing
necessary to alleviate a chronic cash shortage occasioned by losses from poor
operating and market conditions. As announced earlier with the publication of
its second quarter results, unusually cool and wet weather had depressed
revenues in key market segments, and severely reduced available cash resources.
Separately, biosys has notified NASDAQ that the Company is unable to comply
with certain NASDAQ requirements. First, a sufficient number of preferred
shareholders have sought to convert their preferred shares to common shares such
that, if the conversions occur, the conversions would account for more than 20%
of the Company's outstanding common shares. biosys had agreed to an undertaking
with NASDAQ pursuant to which the Company agreed that in the event of that
amount of conversions, the Company would redeem sufficient preferred shares such
that the conversions would account for less than 20% of the Company's
outstanding shares. biosys has notified NASDAQ that, in view of its financial
situation, it cannot comply with that undertaking.
The Company has also notified NASDAQ that it cannot meet the NASDAQ
National Market System's $4 million net tangible assets requirements. In
addition, the Company received notice from NASDAQ that the Company does not meet
the minimum bid price test.
In view of these circumstances, the Company expects that its stock will be
delisted from NASDAQ.
biosys is a leader in the development and commercialization of biological
products worldwide, primarily for insect control applications, based on multiple
technologies, including nematodes, baculoviruses, as well as environmentally
benign botanical and pheromone products. biosys also has a contract fermentation
business unit, which scales up and produces fermentation products for third
party clients. biosys has active research programs in a variety of areas,
including nematode and pheromone products development, baculovirus production
via both in vivo and in vitro methodologies, and applications of recombinant
virus technology.
