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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 DECEMBER 21, 1998
(Date of earliest event reported)
COLLABORATIVE CLINICAL RESEARCH, INC.
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(Exact name of registrant as specified in its charter)
Ohio (000-20699) 34-1685364
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(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation) Identification No.)
20600 Chagrin Boulevard, Cleveland, Ohio 44122
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 491-9930
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Page 1 of 4 Pages
Exhibit Index Appears on Page 4
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Item 5. Other Events
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On December 22, 1998, Collaborative Clinical Research, Inc.
("Collaborative") issued a press release announcing the signing of a definitive
agreement to sell the assets of its Clinical division to The West Company,
Incorporated for $15.0 million in cash, subject to certain post closing
adjustments. The assets to be sold include those related to Collaborative's
affiliated site network and its wholly owned subsidiaries, GFI Pharmaceutical
Services, Inc. and WCE Clinical Evaluations. After the transaction,
Collaborative's assets will consist of approximately $40.0 million in cash and
short-term investments, and its DataTRAK, Inc. subsidiary. The transaction is
subject to the approval of Collaborative's shareholders, the receipt of
regulatory approvals and other customary conditions.
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 thereunto duly authorized.
COLLABORATIVE CLINICAL RESEARCH, INC.
By: /s/ Terry C. Black
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Terry C. Black
Vice President of Finance, Chief Financial
Officer, Treasurer and Assistant Secretary
Date: December 28, 1998
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
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99.1 Press Release Issued by the Company
on December 22, 1998. 4
Page 3 of 4 Pages
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
COLLABORATIVE AND THE WEST COMPANY SIGN AGREEMENT
FOR SALE OF SMO DIVISION
Cleveland, Ohio, December 22, 1998...Collaborative Clinical Research, Inc.
(NASDAQ: CCLR) today reported that it has reached a definitive agreement to sell
the assets of its Clinical SMO Division to The West Company (NYSE: WST) of
Lionville, Pennsylvania for $15 million in cash, subject to post-closing
adjustments. The assets included in the transaction include all of those related
to Collaborative's Affiliated Site Network and its GFI Pharmaceutical Services,
Inc., and WCE Clinical Evaluations units. After the transaction, the assets of
Collaborative will consist of approximately $40 million in cash and other
marketable securities, no debt and its DataTRAK, Inc. subsidiary. There are
currently 6.432 million Collaborative shares outstanding.
The transaction is subject to the approval of Collaborative's shareholders, the
receipt of regulatory approvals and other customary conditions precedent. All of
Collaborative's directors and executive officers have agreed to vote in favor of
the transaction. The transaction is expected to close during the first quarter
of 1999. Approximately 100 employees, led by Herbert L. Hugill, Collaborative's
Chief Operating Officer, are expected to join West after the transaction.
Dr. Jeffrey A. Green, Collaborative's President & Chief Executive Officer
stated, "This transaction represents an important step in our efforts to enhance
shareholder value. Collaborative will now focus its efforts on DataTRAK, its
proprietary technology for electronic data collection (EDC) applications in
clinical research. Market research indicates a strong interest among sponsors of
clinical research in EDC. DataTRAK technology has been used in more than 30
clinical trials involving a total of 17,000 patients, and is positioned to
capitalize on sponsors' interest in using EDC in their clinical trials. The
Company has hired a well-known healthcare and technology consulting firm to
determine the best methods to realize the value of that technology for our
shareholders."
Collaborative Clinical Research, Inc. currently provides clinical research
services to three segments of the pharmaceutical and biotechnology industries.
Through WCE Clinical Evaluations, it provides Rx to OTC switch and other OTC
clinical research services, it provides Phase I clinical research services from
its 80-bed clinic at GFI Pharmaceutical Services, Inc. and through its
Affiliated SMO, which is composed of six therapeutic-focused sub-networks
comprised of over 450 clinical research sites, it provides phase II, III and IV
clinical research services. In addition, through DataTRAK, Inc., the Company
provides electronic data capture technology and services to assist its clients
to accelerate the completion of clinical trials.
Except for the historical financial information contained in this press release,
the statements made in this release are forward looking statements. Factors that
may cause actual results to differ materially from those in the forward looking
statements include the degree of the Company's success in obtaining new
contracts, the size and duration of clinical trials in which the Company and
members of its network of Affiliated Sites participate, the timing of payments
from sponsors and the timing of sponsor decisions to conduct new clinical trials
or cancel or delay ongoing trials. In addition, the Company's success depends on
the outcome of various strategic initiatives it has undertaken, all of which are
based on assumptions made by the Company concerning trends in the clinical
research market and the health care industry.
CONTACTS: Dr. Jeffrey A. Green Terry C. Black
President & Chief Executive Officer Vice President of Finance
(216) 491-9930 and CFO
(216) 491-9930
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