<PAGE>
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
November 5, 1999
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Date of Report (Date of earliest event reported)
VALENTIS, INC.
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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 File Number) (I.R.S. Employer
of incorporation) 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. OTHER EVENTS
On November 5, 1999, Valentis, Inc., a Delaware corporation ("Valentis"
or the "Company"), announced (i) a restructuring of the Company designed to
improve the efficiency of product development and enhance the Company's
capability for clinical development, and (ii) the resignation of Rodney Pearlman
from his position as the Company's Senior Vice President, Research and
Development, such resignation to become effective on January 3, 2000. Benjamin
F. McGraw III, the Company's President and Chief Executive Officer will assume
the responsibilities previously performed by Mr. Pearlman.
A copy of the Company's press release, dated November 5, 1999,
announcing the restructuring and Mr. Pearlman's resignation is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
This report and the Company's press release attached hereto contain
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those stated or implied by such
forward-looking statements. The potential risks and uncertainties include, among
others, uncertainty that the Company will be able to develop a commercially
viable gene-based therapeutic, that any of the Company's programs will be
partnered with a pharmaceutical partner, that necessary regulatory approvals
will be obtained, that any clinical trials will be successful, or that the
Company will successfully integrate the operations from recent acquisitions. The
actual results may differ from those projected in the forward-looking statement
due to risks and uncertainties that exist in the Company's operations and
business environment. These are described more fully in the Valentis Annual
Report on Form 10-K for the period ended June 30, 1999, filed with the
Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99.1 Press Release dated November 5, 1999
</TABLE>
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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: November 8, 1999
VALENTIS, INC.
By: /s/ Bennet L. Weintraub
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Bennet L. Weintraub
Vice President, Finance and Chief
Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99.1 Press Release dated November 5, 1999
</TABLE>
<PAGE>
Exhibit 99.1
<TABLE>
<S> <C> <C>
VALENTIS, INC. SMALLCAPS ONLINE GROUP LLC BURNS MCCLELLAN, INC.
Bennet Weintraub (CFO, VP Finance) Darcey Rakestraw (media) Stephanie Diaz (investors)
(650) 697-1900 x.214 (212) 554-4158 (415) 352-6262
[email protected] [email protected] [email protected]
</TABLE>
FOR IMMEDIATE RELEASE
VALENTIS, INC. ANNOUNCES BUSINESS REORGANIZATION
BURLINGAME, CA, NOVEMBER 5, 1999 - Valentis, Inc. (Nasdaq:VLTS) today
announced a restructuring of the Company designed to improve the efficiency
of product development and enhance the Company's capability for clinical
development. The Company's headquarters will remain in Burlingame,
California, which will also be the center for clinical, regulatory,
manufacturing and process development. All preclinical research and
development is being moved to the Company's facility in The Woodlands, Texas.
PolyMASC Pharmaceuticals in London, England, will continue to develop polymer
products through the feasibility stage.
As part of this restructuring, a small number of jobs in the Burlingame
center were eliminated. Also, Rodney Pearlman, Ph.D., Valentis' Senior Vice
President of Research and Development, announced his intention to leave the
company to pursue other business opportunities.
Benjamin F. McGraw, President and Chief Executive Officer of Valentis noted
"We believe that mergers are the most expeditious route to the creation of
additional products for clinical development, and this has turned out to be
true. We now have multiple clinical candidates and are restructuring the
company to most efficiently develop these as products."
Valentis, Inc. (resulting from the merger of Megabios, Inc., GeneMedicine,
Inc. and PolyMASC Pharmaceuticals plc) is a leader in the field of biologics
delivery. The Company develops proprietary technologies and applies its
preclinical and early clinical development expertise to create novel
therapeutics. The Company's core technologies include multiple gene delivery
and gene expression systems and PEGylation technologies designed to improve
the safety, efficacy and dosing characteristics of genes, proteins, peptides,
peptidomimetics, antibodies and replicating and non-replicating viruses.
These technologies are covered by a broad patent portfolio that includes
issued U.S. and European claims. Valentis' commercial strategy is to enter
into corporate collaborations for full-scale clinical development and
marketing and sales of products. Together, Valentis and its wholly-owned
subsidiary PolyMASC Pharmaceuticals, currently have corporate collaborations
with Roche Holdings, Eli Lilly, Glaxo Wellcome, Transkaryotic Therapies, Onyx
Pharmaceuticals and Bayer International, and a manufacturing partnership with
DSM Biologics and Qiagen N.V. Additional information about Valentis and
PolyMASC can be found at WWW.VALENTIS.COM and WWW.POLYMASC.COM.
Statements in this press release that are not strictly historical are
"forward looking" statements as defined in the Private Securities Litigation
Reform Act of 1995. There can be no assurance that Valentis will be able to
develop a commercially viable gene-based therapeutic, that any of its
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 the
forward-looking statement due to risks and uncertainties that exist in the
Company's operations and business environment. These are described more fully
in the Valentis Annual Report on Form 10-K for the period ended June 30, 1999
filed with the Securities and Exchange Commission.
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