INNOVIR LABORATORIES INC
8-K, 1998-05-22
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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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 (Date of earliest event reported) May 19, 1998


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


           Delaware                          0-21972              13-3536290
(State or other jurisdiction                (Commission         (IRS Employer
     of incorporation)                      File Number)     Identification No.)



510 East 73rd Street, New York, NY                                       10021
- ----------------------------------                                     -------
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code:  (212) 249-4703



                                 Not Applicable
          (Former name or former address, if changed since last report)


<PAGE>


Item 5.  Other Events.

          On May 19, 1998 Innovir  Laboratories,  Inc.  issued the press release
     filed herewith as Exhibit 99.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial Statements

                  No financial  statements are required to be filed as a part of
                  this report.


         (b)      Pro Forma Financial Information

                  No pro forma financial  information is required to be filed as
                  a part of this report.


         (c)      Exhibits

                  99       Press release, dated May 19, 1998.






                All other Items of this report are inapplicable.


<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.


                                                      INNOVIR LABORATORIES, INC.


Date:  May 22, 1998                                  By:/s/ FRANCIS M. O'CONNELL
                                                        ------------------------
                                                     Name:  Francis M. O'Connell
                                                  Title: Chief Financial Officer


<PAGE>



                                  EXHIBIT INDEX

                  99       Press release, dated May 19, 1998.



<PAGE>



                                                                      EXHIBIT 99

For Immediate Release

                  Media Contact:                Laura A. Mastrangelo
                                                VIMRX Pharmaceuticals
                                                302-998-1734/Pager 800-916-8038

                  Investor Contact:             Dian Griesel, Ph.D.
                                                The Investor Relations Group
                                                212-664-8489


                INNOVIR TO REFOCUS OLIGOZYME DEVELOPMENT PROGRAM
               Company Further Reduces Overall Operating Expenses

         NEW  YORK,  NY,  MAY 19,  1998 -  Innovir  Laboratories,  Inc.  (Nasdaq
SmallCap:  INVR), a subsidiary of VIMRX  Pharmaceuticals  Inc.  (Nasdaq:  VMRX),
today announced a strategic  refocusing of its oligozyme  development program in
an effort to  increase  scientific  productivity  in those  areas  with the most
commercial  potential,  while reducing overall operational  expenses in order to
better conserve its limited capital resources.

         Innovir will focus efforts on the recently  discovered FRS  (Functional
Ribozyme  Selection)  and  related  technologies  which  depend  on the lead EGS
(External Guide Sequence)  technology  licensed from Yale University and further
developed by Innovir scientists.

         Innovir  plans to  restructure  the  research  and  development  of its
ribozyme-based  technology,  now  being  developed  primarily  in  its  European
operations in Goettingen,  Germany,  and Cambridge,  England.  Innovir will seek
partners or investors in the ribozyme-based technology. If new investors are not
found,  management intends to close the two sites and consolidate  research into
the New York operations.

         Through this strategic  refocusing,  Innovir  estimates that it will be
able to further reduce its annualized  expenses by approximately  50%, resulting
in an  approximately  70% reduction from its 1997 spend rate by 4Q, 1998,  while
still  enabling  progress to occur in the  further  development  and  commercial
exploitation of the FRS and related technologies.

         "In spite of the demonstrated promise of the ribozyme-based technology,
Innovir's  limited resources make it impossible for our scientific team to do an
adequate job of developing both it and the EGS-based FRS  technology,"  said Dr.
Thomas R. Sharpe,  president  and CEO of Innovir.  "The  business  opportunities
presented by the FRS technology,  which gives us the ability to solve one of the
important  problems  impeding  progress  in the  oligonucleotide  field - how to
quickly  identify the optimum  cleavage site in an RNA molecule -- require us to
focus our resources on that opportunity."


<PAGE>


Innovir Laboratories, Inc.

         Innovir   Laboratories,   Inc.  is  a  biotechnology  company  that  is
developing   technologies   based   on   catalytically   interactive   oligomers
(oligozymes)  for  pharmaceutical  and  genomic  research.  As a research  tool,
oligozymes  can help  determine  the  functions of genes and validate  molecular
targets for new drug therapies. The Company's technologies will utilize External
Guide  Sequences  (EGS)  oligozymes - which  inactivate  targeted  messenger RNA
(mRNA). To complement its drug target validation programs, Innovir has developed
FRS (Functional  Ribozyme  Selection) for identifying the optimal cleavage sites
in bacterial cells.

         The Private  Securities  Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking  statements.  The forward-looking statements
contained in this release are subject to certain risks and uncertainties. Actual
results could differ  materially  from current  expectations.  Among the factors
which could  affect the  Company's  actual  results  and could cause  results to
differ from those contained in the forward-looking  statements  contained herein
are: the timely  commencement and success of the Company's  research  endeavors,
delays in  receiving  FDA or other  regulatory  approvals,  the  development  of
competing  therapies  and/or  technologies,  the terms of any  future  strategic
alliances,  the possible need for additional capital, and any additional factors
described from time to time in the Company's  periodic  reports on Form 10-K and
10-Q, and any prospectus describing the Company's securities.

                                      # # #

         NOTE TO INVESTORS AND EDITORS:  Innovir's  press releases are available
on the Internet through  www.vimrx.com  and through  BusinessWire's  web site at
http://www.businesswire.com.  The  releases  also  are  available  at no  charge
through BusinessWire's fax-on-demand service at 800-411-8792.





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