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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
MARCH 18, 1999
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Date of Report (Date of earliest event reported)
MEGABIOS CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-22987 94-3156660
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
863A MITTEN ROAD
BURLINGAME, CA 94010
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(Address of principal executive offices)
(650) 697-1900
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(Registrant's telephone number, including area code)
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ITEM 5. MEGABIOS CORP. CLOSES MERGER WITH GENEMEDICINE, INC.
On March 18, 1999, the Company closed its merger with GeneMedicine, Inc. A
press release relating to the closing of the merger is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated March 19, 1999
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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 hereunto duly authorized.
Date: March 24, 1999 MEGABIOS CORP.
By: /s/ Benjamin F. McGraw, III
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Benjamin F. McGraw, III
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated March 19, 1999
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Exhibit 99.1
[Valentis, Inc. Letterhead]
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Contacts: VALENTIS, INC. BURNS MCCLELLAN, INC.
Bennet Weintraub John Nugent (investors)
CFO & Vice President, Finance (212) 213-0006
(650) 697-1900 x 214 Mike Sinclair or Stephanie Diaz (media)
[email protected] (415) 352-6262
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FOR IMMEDIATE RELEASE
MEGABIOS AND GENEMEDICINE COMPLETE MERGER
COMBINED COMPANY TO BE NAMED VALENTIS, INC.
BURLINGAME, CALIF., MARCH 19, 1999 -- Megabios Corp. (NASDAQ:MBIO) and
GeneMedicine Inc. (NASDAQ:GMED) announced today the completion of the merger
of the two companies. The combined company intends to operate under the new
name of Valentis, Inc. in the near future.
"The merger of Megabios and GeneMedicine creates a new company with a
stronger and broader technology platform, outstanding partners and a
diversified portfolio of products in clinical and preclinical development,"
said Benjamin F. McGraw, III, Chairman, President and CEO of Megabios. "We
believe the combination of these companies will result in Valentis emerging
as the obvious partnering choice for biotechnology and pharmaceutical
companies pursuing plasmid-based gene medicines."
The technology focus of Valentis (the combination of Megabios and
GeneMedicine) will continue to be gene delivery and its applications in the
development of gene medicines for diseases with high unmet medical need.
Valentis has seven products in clinical development. In oncology, the
Company is developing interleukin-2 (IL-2) and alpha interferon (INF-a) in a
partnership with Hoffman La Roche and a combination of IL-2 and
superantigen-B (IL-2/SEB) under a grant from the National Cancer Institute.
In the cardiovascular area, the Company has a vascular endothelial growth
factor (VEGF) in two physician-sponsored phase II trials for peripheral
vascular disease and coronary artery disease. In the pulmonary field,
Valentis has completed a phase I/II trial of alpha-1 antitrypsin (AAT), and
has a cystic fibrosis product in clinical development with Glaxo Wellcome.
The Company also has a number of products in preclinical development
including IL-12 and cytokine combinations for cancer applications with Roche
and partnerships with Eli Lilly for the development of BRCA-1 for breast and
ovarian cancer, Heska for animal health products and Merck for the Company's
GeneSwitch-TM- technology.
Valentis, through its partnership with DSM Biologics, offers a complete
solution for manufacturing ultra-pure plasmids from laboratory scale through
commercial-level production. This partnership is currently marketing the
manufacture of plasmid DNA to the biotechnology and pharmaceutical
industries. This creates near term revenue opportunities in advance of the
launch of commercial gene medicines.
Megabios is a leader in the field of gene medicines. The Company develops
proprietary gene delivery systems and applies its preclinical and early
clinical development expertise to create gene-based products. The Company's
core technologies include multiple gene delivery and gene expression systems,
each able to be applied to specific clinical targets. These technologies are
covered by a broad patent portfolio that includes issued U.S. and European
claims for the use of any cationic lipid combined with DNA and administered
by injection or inhalation, the most common routes of administration in gene
therapy. The Company's commercial strategy is to enter into corporate
partnerships for full-scale clinical development and marketing and sales of
products. The company is in the process of establishing a new website at
www.valentis.com. Additional information can be found at www.megabios.com
and www.gmed.com.
Statements in this press release that are not strictly historical are
"forward looking" statements as defined in the Private
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Securities Litigation Reform Act of 1995. There can be no assurance that
Megabios will be able to develop any commercially viable gene-based
therapeutic for breast or ovarian cancer or other diseases, that any of the
programs will be partnered with a pharmaceutical partner, that necessary
regulatory approvals will be obtained or that any clinical trials will be
successful. The actual results may differ from those projected in
forward-looking statements due to risks and uncertainties that exist in the
Company's operations and business environment. These are described more
fully in the Megabios and GeneMedicine Combined Proxy Statement dated
February 12, 1999, and the Megabios and GeneMedicine annual reports on Form
10-K for the periods ended June 30, 1998 and December 31, 1997, respectively,
filed with the Securities and Exchange Commission.
