ZONAGEN INC
8-K, 1999-09-15
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ------------------------------------


                                    FORM 8-K

             Current Report Filed Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                                 Date of Report
              (Date of earliest event reported): September 13, 1999


                                  ZONAGEN, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>            <C>                             <C>                               <C>

               Delaware                                0-21198                                76-0233274
    (State or other jurisdiction of            (Commission File Number)          (I.R.S. Employer Identification No.)
    incorporation or organization)
</TABLE>

                        2408 Timberloch Place, Suite B-4
                           The Woodlands, Texas 77380
                              (Address of principal
                                executive offices
                                  and zip code)
                                 (281) 719-3400
                         (Registrant's telephone number,
                              including area code)

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<PAGE>



Item 5. Other Events

         On September 13, 1999, Zonagen,  Inc. issued a press release announcing
the focus of its  resources  on its lead product  candidates  -  Vasomax(R)  and
Vasofem(TM).   The  action  will  result  in  the  dismissal  of  15  employees,
representing a reduction of approximately one-third of the Company's work force.

         The press release is filed as an exhibit to this Current Report on Form
8-K and is incorporated by reference herein.

Item 7.  Exhibits

         Exhibit 99.1      -- Press Release

                                       -2-

<PAGE>



                                   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.


                                         ZONAGEN, INC.

Date: September 14, 1999

                                         By:      /s/ F. Scott Reding
                                             ---------------------------------
                                                  F. Scott Reding
                                                  Chief Financial Officer




                                       -3-





                                                               Exhibit 99.1

( BW) (ZONAGEN) (ZONA) (ZNG) Zonagen Focuses Resources on Vasomax and Vasofem;
Reduces Cash Expenditures

         Business Editors/Health & Medical Writers

         THE WOODLANDS,  Texas--(BW  HealthWire)--Sept.  13,  1999--Zonagen Inc.
(Nasdaq:  ZONA) (PCX:  ZNG) today  announced that it will focus its resources on
its lead product  candidates -- Vasomax (R) and Vasofem  (TM).  This action will
reduce cash  expenditures by concentrating  the Company's  talents and assets on
programs that have the greatest potential to impact shareholder value. This step
will help to ensure that the Company has sufficient funds to finance the Vasomax
(R)  program  during the FDA  approval  process  and to further  Vasofem's  (TM)
clinical development.

         This  measure  will  result in the  dismissal  of 15  employees,  which
represents a reduction of approximately one-third of Zonagen's work force.

         "This was a very  difficult  decision,"  commented  Joseph S. Podolski,
"but it's the right thing to do for the Company and its shareholders.  As of the
end of the June quarter,  Zonagen had a cash position of $43.1 million.  Today's
actions  will  conserve  that cash and focus our  resources  on moving  our core
products forward."

         Zonagen, Inc. is engaged in the development of pharmaceutical  products
for  the   reproductive   system,   including   sexual   dysfunction,   urology,
contraception, and infertility.

         A copy of this press  release may be obtained via  facsimile by dialing
1-888-329-0920 or via the Internet by accessing http://www.zonagen.com.

         Any statements that are not historical  facts contained in this release
are forward-looking  statements that involve risks and uncertainties,  including
but not limited to those relating to the Company's  early stage of  development,
clinical   trial  results  and  the   uncertainty  of  obtaining  FDA  approval,
substantial  dependence  on one  product,  history of operating  losses,  future
capital needs and additional funding, ability to protect patents and proprietary
technology,  litigation,  governmental regulation,  dependence on collaborators,
limited  manufacturing  capabilities,  competition and technological change, and
other risks  identified in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, as filed with the Securities and Exchange Commission.




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