VION PHARMACEUTICALS INC
8-K, 1999-07-15
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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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



        Date of Report (Date of earliest event reported): July 13, 1999




                           Vion Pharmaceuticals, Inc.

             (Exact name of registrant as specified in its charter)

    Delaware                      0-26534                    133671221
    --------                      -------                    ---------
(State or other               (Commission File              (IRS Employer
jurisdiction of                   Number)                Identification No.)
incorporation)



4 Science Park, New Haven, Connecticut           06511
- - --------------------------------------           -----
(Address of principal executive offices)    (Zip Code)



       Registrant's telephone number, including area code: (203) 498-4210
                                                           --------------

                                 Not Applicable

         (Former name or former address, if changed since last report.)


<PAGE>

ITEM 5.  OTHER EVENTS.
- -------  -------------

         On July 13, 1999, Vion Pharmaceuticals, Inc. (the "Company") issued
the press release, filed herewith as Exhibit 99.1.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
- -------  -------------------------------------------------------------------

(a)      Not applicable.

(a)      Not applicable.

(a)      Exhibits.
         --------

         99.1     Press release issued July 13, 1999.


<PAGE>

                                   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.


                                                 VION PHARMACEUTICALS, INC.



Date: July 13, 1999                             By:  /s/ Alan Kessman
                                                     -------------------------
                                                 Alan Kessman, President and
                                                 Chief Executive Officer





                                                                    Exhibit 99.1

               VION CONTEMPLATES PUBLIC OFFERING OF COMMON STOCK


New Haven, Conn., July 15 -- Vion Pharmaceuticals, Inc. (Nasdaq: VION) today
announced it intends to file a registration statement with the Securities and
Exchange Commission relating to the offering of shares of its common stock to
the public in a secondary offering. The exact size and timing of the offering
has not yet been determined. If consummated, this offering will be made only by
means of a prospectus.


         Vion Pharmaceuticals, Inc. is a biopharmaceutical company dedicated to
discovering, developing and commercializing novel products and technologies for
the treatment of cancer. The Company has focused its research efforts on five
principal areas: hypoxic cancer cell therapeutics, TAPET cancer therapy,
sulfonyl hydrazine prodrugs, ribonucleotide reductase inhibitors and nucleoside
analogs. For additional information on Vion and its research and product
development programs, visit the Company's Internet web site at
http://www.vionpharm.com.

         Statements included in this press release which are not historical in
nature are forward- looking statements made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements regarding the Company's future business prospects,
plans, objectives, expectations and intentions are subject to certain risks,
uncertainties and other factors that could cause actual results to differ
materially from those projected or suggested in the forward-looking statements,
including, but not limited to those contained in the Company's Registration
Statement filed on Form S-3 (file no. 333-61477). This press release shall not
constitute an offer to sell or the solicitation of an offer to buy the Common
Stock nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.




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