CYTOTHERAPEUTICS INC/DE
8-K, 1999-07-16
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                       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): JULY 9, 1999
                              --------------------
                             CYTOTHERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                           <C>                                    <C>
              DELAWARE                                 0-19871                              94-3078125

    (State or other jurisdiction              (Commission File Number)                   (I.R.S. Employer
          of incorporation)                                                           Identification Number)
</TABLE>



                          701 GEORGE WASHINGTON HIGHWAY
                           LINCOLN, RHODE ISLAND 02865

          (Address, of principal executive offices, including zip code)



                                 (401) 288-1000

               (Registrant's Telephone number including area code)
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Item 5.

         On July 9, 1999, CytoTherapeutics, Inc. announced that it expects to
restructure its operations to focus its resources on the research and
development of its proprietary stem cell technology platform. The Company
expects to substantially reduce its research and manufacturing facilities
located in Lincoln, Rhode Island and concentrate on development of its
proprietary stem cell technology platform through its wholly owned subsidiary,
StemCells, Inc.

         CytoTherapeutics expects to reduce its Rhode Island workforce by
approximately 60 full-time employees who have been focused on the development of
its encapsulated cell technology program with AstraZeneca Group plc, its
collaborator for the encapsulated cell implant for the treatment of chronic pain
in cancer patients. CytoTherapeutics' decision to reduce its Rhode Island
workforce follows the Company's announcement on June 24 that AstraZeneca did not
intend to further develop the Company's proposed encapsulated bovine cell
product.

         In apparent anticipation of the Company's Rhode Island downsizing, the
Rhode Island Partnership for Science and Technology ("RIPSAT") has alleged that
CytoTherapeutics is in default under a funding agreement entered into with
RIPSAT in 1989, and demanded payment of approximately $2.6 million. The Company
believes that the Company is not in default under this agreement and expects to
contest any attempt by RIPSAT to realize on its demand.

         Statements in this current report other than statements of historical
facts constitute forward-looking comments regarding, among other things, future
business operations. The Company's actual results may vary materially from these
forward looking statements due to risks and uncertainties to which the Company
is subject and which are described in Exhibit 99 to the Company's Annual Report
on Form 10-K entitled "Cautionary Factors Relevant to Forward-Looking
Statements."



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                                   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.

                                            CYTOTHERAPEUTICS,  INC.

                                            By  /S/ PHILIP K. YACHMETZ
                                                -------------------------------
                                                Title:  Senior Vice President

Date:  July 15, 1999

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