ENAMELON INC
8-K, 1999-06-21
MISC HEALTH & ALLIED SERVICES, NEC
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<PAGE>

                                 UNITED STATES
                      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): June 4, 1999
                                                          ------------


                                Enamelon, Inc.
                                ---------------
            (Exact name of registrant as specified in its charter)


           Delaware                  0-21595                13-3669775
        ---------------          ---------------         -----------------
 (State or Other Jurisdiction (Commission File Number) (IRS Employer Ident. No.)
      of Incorporation)


               7 Cedar Brook Drive, Cranbury, New Jersey 08512
              --------------------------------------------------
             (Address of Principal Executive Offices)   (Zip Code)


                                (609) 395-6900
                ----------------------------------------------
              Registrant's telephone number, including area code
<PAGE>

ITEM 5. OTHER EVENTS.

     On June 4, 1999, the Registrant announced its restructuring plan in a press
release, which is attached as Exhibit 99.1 and incorporated by reference herein.



     (c)  Exhibits.

          99.1 Press Release.

                                     -2-
<PAGE>

                                   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.


                                         ENAMELON, INC.
                                          (Registrant)



Date: June 21, 1999                       By: /s/ Dr. Steven R. Fox
                                            -----------------------------
                                                 Dr. Steven R. Fox
                                                 Chief Executive Officer

                                     -3-
<PAGE>

                                 EXHIBIT INDEX

Exhibit No.    Description
- -----------    -----------


99.1           Press Release.

<PAGE>

                                 EXHIBIT 99.1

                                 PRESS RELEASE
<PAGE>


( BW) (NJ-ENAMELON)(ENML) Enamelon, Inc. Reduces Costs and Refocuses Marketing
Efforts

     Business Editors

     CRANBURY, N.J.--(BUSINESS WIRE) --June 4, 1999--Enamelon, Inc. (Nasdaq NM:
ENML), which is using its proprietary "remineralization" technology to develop
over-the-counter oral care products to help stop cavities before they begin,
today announced organizational changes to refocus the Company's marketing
efforts and reduce overhead with the intention of lowering operating costs.

     Through aggressive investment in media and promotions since the national
roll-out of its ENAMELON(R) all-family toothpaste in 1998, the Company has
effectively generated awareness and trial of the ENAMELON(R) brand. As a
result Enamelon has achieved significant distribution for its all-family
toothpaste. The Company's products are currently sold in all leading U.S. food,
drug and mass merchandise outlets. For the latest 4 week period which ended May
15, 1999, ENAMELON(R)'s dollar share of the $1.6 billion toothpaste category was
a combined 2.3% in food and drug stores, as reported by A.C. Nielsen scan data.

     Having achieved brand awareness, distribution and trial throughout the
U.S., Enamelon will now refocus its marketing efforts to target the dental
community. By targeting dental professionals with the objective of increasing
their awareness of the Enamelon "remineralization" technology, the Company
intends to increase the number of dentists and hygienists recommending its
product, with the expectation that this will drive consumer demand. Enamelon now
intends to align its marketing expenditures to be consistent with its
anticipated sales levels.

     The Company also plans to confine its research and development expenditures
primarily to obtaining the American Dental Association's seal of approval for
its all-family toothpaste and continuing clinical studies of its
"remineralization" technology. With the Company's revised marketing strategy and
research and development program, Enamelon will reduce its staff from 50
employees to approximately 30 employees.

     Dr. Steven R. Fox, Chief Executive Officer and Chairman of the Board,
stated "We are taking decisive and determined actions to redirect and dedicate
the full resources and energies of the Company to efficiently promote our
ENAMELON(R) all-family toothpaste and ENAMELON(R) Calcium Whitening System
toothpaste, while reducing our costs at the same time. We have reached a
new phase in the development of the Company and its products and feel it is in
the best interest of our shareholders to reduce operating costs. At current
sales levels these actions should helps us approach breakeven and we believe
that this will help us enhance our opportunities for additional financing and
position the Company for future growth."
<PAGE>

     Enamelon, Inc. is focused on developing and marketing over-the-counter oral
care products based on proprietary formulations and technologies. The Company's
remineralization technologies include those which are designed to provide the
active ingredient fluoride in a formulation containing soluble calcium and
phosphate to advance the fight against tooth decay. The Company's offices are
located in Cranbury, New Jersey.

     This release contains forward-looking information and therefore it
necessarily involves risks and uncertainties. Factors that could cause actual
events to differ materially from these forward-looking statements include, but
are not limited to, the following: acceptance of the Company's products by
consumers; the inherent limitations of market research and accuracy of
syndicated data purchased by the Company; declines in the Company's sales from
current levels; the success of the Company's revised marketing program; the
Company's ability to procure additional financing, as necessary to maintain its
operations until it becomes profitable; and changes in government regulations as
they apply to the Company's products. These and other risks are described in the
Company's filings with the Securities and Exchange Commission, including the
Company's Form S-1 and Form S-3 registration statements, Annual Report on Form
10-KSB for the year ended December 31, 1998 and 1999 Quarterly Reports on Form
10-Q.

     NOTE: Further information on Enamelon is available through our website on
the World Wide Web at http://www.enamelon.com

     --30--

     CONTACT:  At the Company:
               Enamelon, Inc., Cranbury
               Edwin Diaz, Vice President-Finance &
               Chief Financial Officer
               609/395-6900
                 or
               Investor Relations Contact:
               Lippert/Beilshorn & Associates, New York
               John Nesbett/Mary Ellen Adipietro
               212/838-3777

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