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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 April 14, 1999
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(Date of earliest event reported)
COLLABORATIVE CLINICAL RESEARCH, INC.
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(Exact name of registrant as specified in its charter)
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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 5 Pages
Exhibit Index Appears on Page 3
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Item 5. Other Events
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On April 14, 1999, Collaborative Clinical Research, Inc. (the
"Company") issued a press release announcing that the proposed sale of its
Clinical Business to West Pharmaceutical Services, Inc., received the approval
of the Company's shareholders at a special meeting held on April 14, 1999. The
proposed sale received the favorable vote of over 75.2% of the outstanding
shares and 86.8% of the total number of shares voted. A related proposal to
change the Company's name to DataTRAK International, Inc. also received
shareholder approval, as did a proposal to amend the Company's outside directors
stock option plan.
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: April 15, 1999
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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 April 14, 1999. 4
Page 3 of 5 Pages
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
COLLABORATIVE ANNOUNCES RESULTS OF VOTE ON WEST TRANSACTION
Cleveland, Ohio, April 14, 1999...Collaborative Clinical Research, Inc. (NASDAQ:
CCLR) announced that its proposed sale of its Clinical Business to West
Pharmaceutical Services, Inc., received the approval of the Company's
shareholders at a special meeting held today.
The proposed sale received the favorable vote of over 75.2% of the outstanding
shares and 86.8% of the total number of shares voted. A related proposal to
change the Company's name to DataTRAK International, Inc., also received
shareholder approval, as did a proposal to amend the Company's outside directors
stock option plan.
The sale of the Clinical Business is expected to be completed within a week. The
Company expects to receive net proceeds of approximately $13.4 million, subject
to certain post-closing and working capital adjustments.
Upon completion of the sale, the Company expects to have approximately $38.5
million in cash on its balance sheet. At the meeting, President and Chief
Executive Officer, Dr. Jeffrey Green announced that the Board of Directors has
decided to distribute a significant portion of the Company's cash to its
shareholders. The amount of money that will be set aside for this purpose is
currently being determined, and will depend upon the Board's assessment of the
amount of cash that is appropriate to devote to the continued development of
DataTRAK. Dr. Green also indicated that the Company has not yet determined
whether this distribution will take the form of a share repurchase or a
dividend. The Company expects both of these issues to be resolved in the near
future, and will announce the details of this distribution at that time.
Collaborative operates two separate business lines within the clinical research
industry. Its clinical business provides clinical research services to three
segments of the pharmaceutical and biotechnology industries. Through WCE
Clinical Evaluations, it provides clinical research related to the
reclassification of prescription drugs into drugs available for over the counter
purchase and other over the counter clinical research services. It provides
Phase I clinical research services from its 80-bed clinic at GFI Pharmaceutical
Services, Inc. Through its Affiliated Site Network, composed of six
therapeutic-focused sub-networks comprised of over 450 clinical research sites,
the clinical business also provides Phase II, III and IV clinical research
services. The Company's DataTRAK business uses the software known as DataTRAK
EDC(TM) to provide electronic data capture and technology services to assist its
clients in accelerating the completion of clinical trials.
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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 ability of the Company to absorb corporate overhead and
other fixed costs in order to successfully market the DataTRAK EDC(TM) software;
the development and fluctuations in the market for electronic data capture
technology; the degree of the Company's success in obtaining new contracts; the
timing of payments from sponsors and the timing of sponsor decisions to conduct
new clinical trials or cancel or delay ongoing trials; dependence on key
personnel; governmental regulation; the early stage of the Company's DatatTRAK
business and operations; and general economic conditions. 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.
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CONTACTS: Dr. Jeffrey A. Green Terry C. Black
President & Chief Executive Officer Vice President of Finance and CFO
(216) 491-9930 (216) 491-9930
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