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):
December 10, 1997
PROCEPT, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21134 04-2893483
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
840 Memorial Drive, Cambridge, Massachusetts 02139
(Address of principal executive offices and zip code)
(617) 491-1100
(Registrant's telephone number, including area code)
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Item 5. Other Events.
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On December 10, 1997, Procept, Inc. ("Procept") announced that it was
commencing a private offering of units of shares of Common Stock and Common
Stock Warrants. Procept hereby incorporates by reference the contents of its
press release dated December 10, 1997, field as Exhibit 99.1 to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
99.1 Press release dated December 10, 1997. Filed herewith.
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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.
Date: December 12, 1997 PROCEPT, INC.
By: /s/ Michael J. Higgins
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Michael J. Higgins
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press release dated December 10, 1997. Filed herewith.
Exhibit 99.1
CONTACT: Stanley C. Erck
President and Chief Executive Officer
Procept, Inc.
(617) 491-1100
[email protected]
For Immediate Release
PROCEPT ANNOUNCES PRIVATE FINANCING
Private Placement To Total $10 million
Cambridge, MA December 10, 1997 -- Procept, Inc. (Nasdaq: PRCT) today announced
that it has commenced a private offering of units of shares of Common Stock and
Common Stock Warrants. The offering is intended to raise $10 million. The
Company, however, has authorized its placement agent to raise up to a total of
$25 million. The funds will be used to further its research, pre-clinical and
clinical development programs.
Purchasers of the Common Stock Units will be entitled to certain contractual
rights, subject to certain limitations. The Common Stock Units have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements.
The statements made in this press release contain certain forward-looking
statements relating to future events or future financial performance of the
Company, within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended, that involve a
number of risks and uncertainties, including the risk that the Company will be
unable to complete the proposed private placement. Such statements are only
predictions and actual events or results may differ materially.
Procept, Inc. is engaged in the research and development of small molecule
therapeutics for the prevention and treatment of chronic and life-threatening
immune system disorders. Procept is developing therapeutics for the treatment of
arthritis, diabetes, organ transplant rejection and infectious diseases,
including AIDS and tuberculosis. Founded in 1985 and traded on the Nasdaq
National Market System under the symbol PRCT, Procept is located in Cambridge,
Massachusetts.
