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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
May 17, 1999
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(Date of Report Date of earliest event reported)
BioSphere Medical, Inc.
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(Exact name of Registrant as Specified in its Charter)
Delaware 0-23678 04-3216867
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
111 Locke Drive, Marlborough, MA 01752
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 357-7500
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BioSepra Inc.
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(Former Name or Former Address if Changed Since Last Report)
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On May 17, 1999, BioSphere Medical, Inc. (f/k/a BioSepra Inc.)
("BioSphere") announced that it had closed a transaction for the sale of certain
assets to Life Technologies, Inc., a Delaware corporation ("Life Technologies"),
pursuant to an Asset Purchase Agreement between Life Technologies and BioSphere,
dated April 14, 1999. BioSphere sold to Life Technologies substantially all of
BioSphere's assets and business (including any business conducted through
subsidiaries) other than the assets and business of BioSphere and its
subsidiaries relating to intracorporeal and "on-line" extracorporeal therapies
or any autologous treatment and Life Technologies assumed certain liabilities of
BioSphere.
The purchase price paid by Life Technologies to BioSphere was $12.1 million
in cash subject to adjustment based upon a closing balance sheet, of which $1.0
million shall be held in an escrow account to cover possible claims for
indemnification made by Life Technologies. The purchase price was determined as
a result of arms length negotiation.
To the best knowledge of BioSphere, neither BioSphere, any affiliate,
director, officer nor associate of any director or officer of BioSphere has any
material relationship with Life Technologies.
ITEM 5: OTHER EVENTS
On May 17, 1999, BioSphere filed a Certificate of Amendment to its
Certificate of Incorporation with the State of Delaware changing its name from
BioSepra Inc. to BioSphere Medical, Inc.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro Forma Financial Information
It is impractical to provide the required financial statements at
the time of filing of the Current Report on form 8-K. Required
pro forma financial statements will be filed on a Form 8-K/A as
soon as practicable after the date hereof, but no later than July
31, 1999.
(c) Exhibits
See Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
June 1, 1999 BIOSPHERE MEDICAL, INC.
/s/ Philip V. Holberton
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Philip V. Holberton
Chief Financial Officer
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EXHIBIT INDEX
Number Description
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(2.1) Asset Purchase Agreement between BioSphere Medical, Inc. (f/k/a
BioSepra Inc.), a Delaware corporation, and Life Technologies,
Inc., a Delaware corporation, dated May 17, 1999 *
(2.2) Cross License Agreement between BioSphere Medical, Inc. (f/k/a
BioSepra Inc.), a Delaware corporation, and Life Technologies,
Inc., a Delaware corporation, dated May 17, 1999.**
(2.3) Supply Agreement between BioSphere Medical, Inc. (f/k/a BioSepra
Inc.), a Delaware corporation, and BioSepra S.A., a French
societe anonyme, and a wholly owned subsidiary of Life
Technologies, Inc., a Delaware corporation, dated May 17, 1999.**
(99.1) Press Release dated May 17, 1999
(99.2) Press Release dated May 18, 1999
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* Incorporated by reference to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 29, 1999.
** Will be filed on 8-K/A within 60 days.
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Exhibit 99.1
NEWS RELEASE
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Contacts:
Jean-Marie Vogel
President and Chief Executive Officer
(508) 357-7535
John M. Carnuccio
President, Medical Business
(508) 357-7508
Philip V. Holberton
Chief Financial Officer
(508) 357-7608
BIOSPHERE MEDICAL, INC. LAUNCHED BY BIOSEPRA
WITH PROCEEDS FROM SALE OF BUSINESS
MARLBOROUGH, Mass., May 17, 1999 - BioSepra Inc. (OTC Bulletin Board: BSEP)
announced today that it has completed the sale of its chromatography business to
Life Technologies, Inc. (OTC Bulletin Board: LTEK) and that it has changed its
name to BioSphere Medical, Inc. to reflect its new business strategy.
Jean-Marie Vogel, president and CEO of BioSepra said, "With the proceeds from
this sale, we launched BioSphere Medical, Inc., an exciting new medical device
company." He added, "Although we are entering an entirely new business arena, we
are doing so based on a platform that we understand very well, microsphere
technology. In our medical device applications, small uniform beads impart
therapeutic benefit when used to control blood flow to hypervascularized tumors
and diseased or damaged blood vessels. Initially, we will focus our efforts on a
major unmet medical need in women's health -- the non-surgical treatment of
uterine fibroids. An estimated 200,000 surgical procedures are performed each
year to treat fibroids in the U.S. Our product is already approved and on the
market in Europe for use in embolizing hypervascularized tumors, arteriovenous
malformations and hemostasis."
Mr. Vogel concluded, "By changing not only our business strategy but our name,
we are sending the message to the business community that this is a new
beginning for a company known as BioSphere Medical, Inc. Look for us under the
trading symbol BSMD."
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This press release contains forward-looking statements that involve risks and
uncertainties. Among the important factors that could cause actual events to
differ materially from those indicated by forward-looking statements in this
release are the failure of the Company to achieve or maintain neccessary
regulatory approvals, either in the United States or internationally, with
respect to the manufacture and sale of its products, to successfully develop and
commercialize the Embosphere(R) technology for uterine fibroid embolization and
other applications, to provide patent and other proprietary protection for the
Company's products and to garner the necessary U.S. regulatory approvals for
such technology; the absence of, or delays and cancellations of, product orders;
the delay in the introduction of new products; competitive pressures; the
inability of the Company to raise additional funds, if needed, to finance the
development, marketing and sale of its products; general economic conditions; as
well as risk factors detailed in the periodic reports filed by the Company with
the Securities and Exchange Commission.
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Exhibit 99.2
NEWS RELEASE
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Contacts:
Jean-Marie Vogel
Chairman
(508) 357-7535
John M. Carnuccio
President and Chief Executive Officer
(508) 357-7508
Philip V. Holberton
Chief Financial Officer
(508) 357-7608
BIOSPHERE MEDICAL NAMES FORMER BOSTON SCIENTIFIC EXECUTIVE
TO HEAD NEW COMPANY
MARLBOROUGH, Mass., May 18, 1999 - BioSphere Medical, Inc. (OTC Bulletin Board:
BSMD) today announced the appointment of John M. Carnuccio as president and
chief executive officer succeeding Jean-Marie Vogel, who will continue to serve
as chairman of the board of directors.
In commenting on this change, Mr. Vogel said, "Yesterday we announced the sale
of our business, the change of our name from Biosepra to BioSphere Medical, and
the investment of the proceeds from the sale into Biosphere Medical's new
medical device business. We have named John M. Carnuccio, an experienced and
respected executive, to the position of president and CEO. His track record as
vice president and general manager of the Microvasive Urology Division of Boston
Scientific demonstrates that he knows how to launch and grow a medical device
business."
Mr. Carnuccio said, "This is an exciting opportunity for me. It gives me the
chance to bring a powerful technology to the needs of a new market I know well
and, in the process, create value for our shareholders. We will initially focus
our microsphere technology on the embolization market, with a strategic focus on
treating uterine fibroids. Our Embosphere* Microspheres product, already on the
market in Europe, is used for treating arteriovenous malformations,
hypervascularized tumors and hemostasis. We are building on that clinical
experience as a basis for seeking approval to market the product in the U.S."
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He continued, "In the case of uterine fibroids, the standard of care for these
tumors is surgery, often involving hysterectomies. Each year, an estimated
180,000-200,000 such procedures are performed in the U.S. alone. Worldwide, the
market for uterine fibroid embolization is much larger." Mr. Carnuccio added,
"Embosphere Microspheres is a technology platform that has other potential
medical applications. We are currently exploring several of these."
Mr. Carnuccio concluded, "As I take up my new responsibility, it's comforting to
have an experienced staff, a solid financial foundation and a strong board of
directors headed by Jean-Marie Vogel, the architect of this strategic
metamorphosis."
This press release contains forward-looking statements that involve risks and
uncertainties. Among the important factors that could cause actual events to
differ materially from those indicated by forward-looking statements in this
release are the failure of the Company to achieve or maintain necessary
regulatory approvals, either in the United States or internationally, with
respect to the manufacture and sale of its products, to successfully develop and
commercialize the Embosphere(R) technology for uterine fibroid embolization and
other applications, to provide patent and other proprietary protection for the
Company's products and to garner the necessary U.S. regulatory approvals for
such technology; the absence of, or delays and cancellations of, product orders;
the delay in the introduction of new products; competitive pressures; the
inability of the Company to raise additional funds, if needed, to finance the
development, marketing and sale of its products; general economic conditions; as
well as those risk factors detailed in the periodic reports filed by the Company
with the Securities and Exchange Commission.
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