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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): JANUARY 4, 1999
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LEUKOSITE, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-22769 04-3173859
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
215 FIRST STREET, CAMBRIDGE, MA 02142
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 621-9350
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ITEM 5. OTHER EVENTS.
On January 4, 1999, LeukoSite, Inc. ("LeukoSite") announced that it
had entered into a definitive agreement to acquire CytoMed, Inc. ("CytoMed"),
a privately-held biotechnology company based in Cambridge, Massachusetts.
Under the terms of the merger agreement, LeukoSite will issue to the CytoMed
stockholders an aggregate of approximately 1.6 million shares of preferred
stock at two points over the next ten months, and the CytoMed stockholders
may also receive up to $23.5 million in cash and approximately 84,000 shares
of LeukoSite stock upon the achievement of milestones related to CytoMed
product candidates. The closing is expected to occur in February 1999. A copy
of the press release dated January 4, 1999 announcing the agreement to
acquire CytoMed is incorporated herein by reference and a copy is filed
herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(C) EXHIBITS.
Exhibit 99, Press Release dated January 4, 1999.
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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.
LEUKOSITE, INC.
By: /s/ Augustine Lawlor
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Augustine Lawlor,
Vice President, Corporate Development and
Chief Financial Officer
Dated: January 5, 1999
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EXHIBIT 99
CONTACT:
Augustine Lawlor
LeukoSite, Inc. Robert Gottlieb
(617) 621-9350 ext. 4020 Feinstein Kean Partners Inc.
[email protected] (617) 577-8110
www.leukosite.com www.fkpi.com
For Immediate Release
LeukoSite Signs Agreement to Acquire CytoMed;
Purchase Expected to Add $15 Million in Cash and Two Clinical Compounds
Cambridge, MA, January 4, 1999 - LeukoSite, Inc. (Nasdaq: LKST) announced today
it has signed a definitive agreement to acquire CytoMed, Inc., a privately-held
biotechnology company based in Cambridge, Massachusetts. The acquisition is
expected to provide LeukoSite with approximately $15 million in cash and
committed cash payments and two compounds in clinical trials. The acquisition,
which has been approved by both companies' boards of directors, is expected to
close during February, subject to customary closing conditions including
approval by the stockholders of CytoMed.
Under the terms of the agreement, LeukoSite will issue to CytoMed stockholders
approximately 1.6 million shares of preferred stock priced at $11.88 per share
at two points over the next ten months. In addition, CytoMed shareholders may
receive up to $23.5 million in cash and 84,000 shares of LeukoSite stock for the
achievement of clinical development and regulatory milestones related to the
CytoMed products.
"LeukoSite's strategy is to build a large pipeline of therapeutic drugs and to
sustain the growth of our portfolio through the discovery of new targets and
compounds that selectively treat diseases of the immune system," said
Christopher Mirabelli, Ph.D., Chairman and CEO of LeukoSite. "The additional
financial resources from CytoMed will support our continued investment in
developing our expanded portfolio of new drugs to treat major inflammatory
conditions. The two CytoMed compounds, which target asthma and skin inflammatory
diseases, expand our clinical pipeline." He noted that including the cash to be
received in the CytoMed acquisition at the closing, LeukoSite will have over $50
million in cash, committed cash and an available credit facility.
Upon closing, LeukoSite will exchange approximately 935,000 shares of preferred
stock based on a price $11.88 per share for all the preferred and common shares
of CytoMed. The conversion of LeukoSite preferred stock into common stock is
fixed at one share of common stock for each share of preferred stock issued in
the transaction. LeukoSite will ask its shareholders to approve the conversion
of the preferred into common at LeukoSite's upcoming annual meeting.
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In October 1999, upon receipt of a $6 million payment due to CytoMed from UCB
Pharma, LeukoSite will issue an additional 631,000 shares to CytoMed
stockholders. This expected $6 million payment from UCB is related to the sale
in October 1998 of certain CytoMed research programs and inflammation-related
technology. Including the shares expected to be issued at closing and in October
1999, LeukoSite will have approximately 13.5 million shares outstanding.
LeukoSite will acquire two CytoMed small molecule development programs, CMI-977
for the treatment of asthma and CMI-392 for the treatment of chronic
inflammatory skin disorders. These two compounds join three LeukoSite monoclonal
antibodies in clinical development, including CAMPATH-Registered Trademark- in
pivotal studies in patients with refractory chronic lymphocytic leukemia; LDP-02
in Phase II studies in patients with inflammatory bowel disease; and LDP-01 in
Phase I/IIa trials in kidney transplant and stroke patients.
CMI-977 is an orally active compound that selectively inhibits the production of
leukotrienes, a class of molecules that play an important role in triggering
bronchial asthma. In 1999 LeukoSite plans to begin a Phase IIa clinical trial of
CMI-977 in asthma to assess its safety, tolerability and biological activity.
CMI-392 is formulated as a topical product designed to block two biochemical
pathways involving inflammation. The compound is currently undergoing initial
Phase II studies in adults with psoriasis and children with atopic dermatitis.
In addition LeukoSite will acquire CytoMed's complement inhibition research
program.
Hambrecht and Quist advised LeukoSite in the transaction. QED Technologies,
L.P., and LEK/Alcar Consulting Group, LLC advised CytoMed.
LeukoSite is a biotechnology company developing proprietary drugs designed to
block disease-promoting actions of white blood cells. The focus of LeukoSite's
research and development is on drugs for the treatment of cancer, autoimmune and
inflammatory diseases. LeukoSite has eight research and development programs
underway and three drug candidates in clinical development. The Company is
collaborating with Warner-Lambert Company, Roche Bioscience, Kyowa Hakko Kogyo
Co., Ltd., Genentech, Inc., Ilex Oncology, Inc. and MorphoSys AG.
Statements in this press release regarding the expected receipt of cash from UCB
Pharma, the development of the Company's and CytoMed's drug candidates,
including the ability to complete enrollment in clinical trials and to otherwise
conduct or commence clinical trials, constitute forward-looking statements and
are subject to numerous risks and uncertainties, including but not limited to
the difficulty in identifying and recruiting suitable patients for clinical
trials, risks in technology and product development, failure to successfully
complete clinical trials or obtain required regulatory approvals, competitive
risks and other risks detailed from time to time in the Company's filings with
the Securities and Exchange Commission. The actual results may differ materially
from those projected in the forward-looking statements. The Company disclaims
any obligation to update these forward-looking statements.
News releases issued by LeukoSite, Inc. are available through PR Newswire's
"Company News On-Call," by calling 1-800-758-5804 and entering the Company's
extension number 114510.
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