<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
February 2, 2000
----------------
Date of Report (Date of earliest event reported)
VALENTIS, INC.
--------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-22987 94-3156660
-------- ------- ----------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
863A MITTEN ROAD
BURLINGAME, CA 94010
--------------------
(Address of principal executive offices)
(650) 697-1900
--------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS
On February 2, 2000, Valentis, Inc., a Delaware corporation ("Valentis"
or the "Company"), announced that Kenneth Lynn, who has served the Company as
Senior Vice President, Corporate Development and Legal Affairs, is relinquishing
his position as a corporate officer and will move into a half-time role with
Valentis.
A copy of the Company's press release, dated February 2, 2000,
announcing this management change 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, that the Company will successfully integrate the operations from
recent acquisitions, or that the Company will be able to successfully recruit
and retain key management personnel. 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 and quarterly report on Form 10-Q for the period
ended September 30, 1999, filed with the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated February 2, 2000
<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 hereunto duly authorized.
Date: February 3, 2000 VALENTIS, INC.
By: /s/ BENNET L. WEINTRAUB
--------------------------------------
Bennet L. Weintraub
Vice President, Finance and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated February 2, 2000
<PAGE>
[Valentis, Inc. Logo] EXHIBIT 99.1
VALENTIS, INC.
<TABLE>
<CAPTION>
<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 ANNOUNCES MANAGEMENT CHANGE
------------------------------------
BURLINGAME, CA, FEBRUARY 2, 2000 - Valentis, Inc. (NASDAQ: VLTS) today announced
that Kenneth Lynn, who has served the company as Senior Vice President,
Corporate Development and Legal Affairs, is relinquishing his position as a
corporate officer and will move into a half-time role with Valentis. This
enables him to participate in the establishment of a start-up venture in his
hometown of Denver, Colorado.
"Ken has built a strong business development and legal team at Valentis," said
Benjamin F. McGraw, President and CEO of Valentis. "His continued involvement
with the company will ensure the continuity of our programs".
Valentis, Inc. (resulting from the combination of Megabios, Corp., 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. Valentis itself, or through its wholly-owned subsidiary
PolyMASC Pharmaceuticals, currently has corporate collaborations with Roche
Holdings, Eli Lilly, and 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 and quarterly report on Form 10-Q
for the period ended September 30, 1999 filed with the Securities and Exchange
Commission.
###
