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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 12, 1999
ZONAGEN, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-21198 76-0233274
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
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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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Item 5. Other Events
On March 18, 1999, Zonagen, Inc. issued a press release which announced
the sale of the assets of its wholly owned subsidiary Fertility Technologies,
Inc., a Massachusetts corporation, to Sage BioPharma, Inc., a Delaware
corporation. The press release is filed as an exhibit to this Current Report on
Form 8-K pursuant to Rule 135c under the Securities Act of 1933, as amended.
Item 7. Exhibits
Exhibit 99.1 -- Press Release
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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.
ZONAGEN, INC.
Date: March 23, 1999
By: /s/ Joseph S. Podolski
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Joseph S. Podolski
President and Chief
Executive Officer
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EXHIBIT 99.1
Contact: Jean Anne Mire
Investor Relations
Zonagen, Inc.
(281) 719-3491
ZONAGEN ANNOUNCES SALE OF
FERTILITY TECHNOLOGIES SUBSIDIARY TO SAGE BIOPHARMA
The Woodlands, TX, March 18, 1999 -- Zonagen, Inc. (Nasdaq: ZONA;
Pacific: ZNG) today announced it has completed the sale of substantially all of
the assets of its wholly owned subsidiary, Fertility Technologies, Inc. (FTI) to
SAGE BioPharma, Inc., a subsidiary of Counsel Corporation (Nasdaq: CXSNF: TSE:
CXS). FTI markets and distributes a variety of diagnostics, devices, media and
instruments required in Assisted Reproductive Technique (ART) procedures.
Zonagen's core business is developing and commercializing innovative
drug products that address conditions associated with the reproductive system,
according to Joseph S. Podolski, president and chief executive officer of
Zonagen, Inc. "Through FTI we have gained knowledge about the fertility
marketplace, however, FTI, which is primarily a service and distribution
business, represents a small business opportunity for Zonagen. We believe it is
more important to concentrate our efforts and resources on our drug development
program, which is already yielding exciting new developments. During the past
year alone, we submitted our first New Drug Application (NDA), we began clinical
trials of Vasofem in women, and added key management personnel to our clinical,
regulatory and business development departments."
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 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 uncertainties related to the Company's
early stage of development, clinical trial results and FDA approval in the U.S.
and approval of regulatory authorities in other jurisdictions, substantial
dependence on one product, history of operating losses, future capital needs and
uncertainty of additional funding, uncertainty of protection for patents and
proprietary technology, litigation, governmental regulation, limited sales and
marketing experience and dependence on collaborators, manufacturing
uncertainties and reliance on third parties, competition and technological
change, product liability and availability of insurance, 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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