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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
Date of Report (Date of earliest event reported):
September 8, 1998 (August 31, 1998)
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THERAPEUTIC ANTIBODIES INC.
(Exact name of registrant as specified in its charter)
Delaware 0-25978 62-1212485
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
1207 17th Avenue South
Suite 103
Nashville, Tennessee 37212
(Address of principal executive offices) (Zip Code)
(615) 327-1027
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On September 1, 1998, Therapeutic Antibodies Inc. (the "Company")
announced that Stuart M. Wallis has joined the Company as Chairman of the Board
of Directors. The former Chairman, Martin S. Brown, resigned his position but
will remain a member of the Board of Directors. The effective date of Mr.
Wallis' appointment to the Board was August 31, 1998.
Also on September 1, 1998, the Company announced a restructuring of its
Board of Directors. Seven directors have resigned from the Board and as
executive officers, effective August 31, 1998: Thomas G. Andrews, Harry G.
Browne, M.D., Robert C. Hilton, A.J. Kazimi, John Landon, M.D., Steven L.
Stroup, M.D. and Joseph D. Williams. Effective August 31, 1998, the Board will
be comprised of Mr. Wallis, Mr. Brown, Andrew J. Heath, M.D., Ph.D. and Tim
Chard, M.D. The Company is currently evaluating candidates for the position of
Finance Director. It is anticipated that the new Finance Director will also
serve as the fifth member of the Board of Directors.
The Company also announced that pending shareholder approval, the
Company intends to sell certain non-essential assets and businesses to Dr.
Landon and that the Board of Directors is exploring moving the Company's
jurisdiction of incorporation to the United Kingdom.
ITEM 7. EXHIBITS
20.1 Copy of the press release, dated September 1, 1998, relating to
the appointment of Mr. Wallis as Chairman and to the restructuring of the
Company's Board of Directors.
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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.
THERAPEUTIC ANTIBODIES INC.
By: /s/ ANDREW J. HEATH
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Andrew J. Heath, M.D., Ph.D.
Chief Executive Officer
Dated: September 8, 1998
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FOR IMMEDIATE RELEASE
THERAPEUTIC ANTIBODIES INC ANNOUNCES
APPOINTMENT OF STUART M. WALLIS AS CHAIRMAN
AND RESTRUCTURES BOARD
Nashville, TN. September 1, 1998 -- Therapeutic Antibodies Inc announces that
Stuart M. Wallis is joining the Company as Chairman of the Board effective
today. Martin S. Brown, former Chairman, has resigned his position but will
remain a member of the Board of Directors.
Wallis, 52, served as CEO of the UK based pharmaceutical group, Fisons, in 1994
and 1995 before it was sold with an increase in market capitalization from
(pound)700 million to (pound)1.8 billion. He has held a number of senior
management and board positions in the pharmaceutical, chemical, automotive,
publishing and packaging industries in the United Kingdom. He is currently
Chairman of Seton Scholl Healthcare plc, LLP Group plc, Yorkshire Group plc and
John Mansfield Group plc.
"We are delighted to welcome Stuart Wallis," said Brown. "The Company has made
significant progress over the last year, highlighted by partnership with product
distributors Altana and Searle and our FDA approval filings. These changes help
position the Company for refinancing and future growth.
"The U.S. is the biggest market for pharmaceutical products, and Nashville will
continue to be home to our regulatory and clinical operations as well as our
marketing and business development functions. We don't anticipate any change in
the location of these operational functions and, in fact, we continue our
commitment to helping Nashville grow as a city with a strong biopharmaceutical
industry."
"I believe Therapeutic Antibodies is a very exciting opportunity," said Wallis.
"It has a number of promising products in development, including CroTAb(R),
which has already been filed with the FDA for approval. The new Board structure
should simplify decision making and allow sharper focus on building shareholder
value. I look forward to working with Chief Executive Andrew Heath to secure
longer term financing for the Company and to take it forward to profitability."
The Company also announces a restructuring of its Board of Directors. Seven
Directors have left the Board: Thomas G. Andrews, Dr. Harry G. Browne, Robert C.
Hilton, A.J. Kazimi, Professor John Landon, Dr. Steven L. Stroup and Joseph D.
Williams. The new Board will be comprised of Brown; Wallis; CEO Andrew J. Heath,
M.D.; and Professor Tim Chard. Pending shareholder approval, the Board intends
to sell certain non-essential company assets to Landon. The Board is also
exploring moving the Company's incorporation to the UK and planning to appoint a
Finance Director to be based in London.
NOTES TO EDITORS:
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Background on Stuart M. Wallis
Stuart M. Wallis has held a number of senior management and board positions in
the automotive, publishing, packaging and pharmaceutical industries. He has
specialized in revitalizing companies and significantly increasing shareholder
value.
In 1994, Wallis was named CEO of the pharmaceutical group Fisons which was sold
fourteen months later, with an increase in a shareholder value from (pound)700
million to (pound)1.8 billion. In December 1995, Wallis led the buyout of the
LLP Group for (pound)82.5 million from Lloyd's of London. It was floated on the
London Stock Exchange in April 1998 with a valuation of (pound)135 million.
In 1996, Wallis became Chairman of Seton Scholl Healthcare plc and the Yorkshire
Group, a chemicals firm and in October 1997 became Chairman of John Mansfield
Group, a timber group.
Background on Therapeutic Antibodies Inc
Therapeutic Antibodies is an international biopharmaceutical company
specializing in research, development and production of highly-purified
polyclonal antibodies for treatment of diseases and other life-threatening
conditions for which satisfactory therapies have generally not previously
existed.
The Company is headquartered in Nashville, Tennessee, adjacent to the Vanderbilt
University Medical Center. The Company's research laboratories are located at
the Medical College of St. Bartholomew's Hospital in London. Therapeutic
Antibodies Inc's products are manufactured at the Company's production
facilities in the U.K. and Australia for worldwide distribution. The Company's
Common Stock is listed on the London Stock Exchange.
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For further information, please contact:
Paula Lovell
Lovell Communications Inc tel: 615-297-7766
Martin S. Brown
Board of Directors tel: 615-327-1027
Dr. Andrew J. Heath
Chief Executive Officer, Therapeutic Antibodies Inc tel: 615-327-1027
