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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): FEBRUARY 4, 2000
CYTOCLONAL PHARMACEUTICS INC.
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(Exact name of Registrant as Specified in Charter)
DELAWARE 0-26918 75-2402409
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9000 HARRY HINES BOULEVARD, SUITE 330, DALLAS, TEXAS 75235
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 353-2922
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On February 4, 2000, the registrant issued the press release filed as
Exhibit 99.1 hereto and incorporated herein by reference, announcing that it
intended to call for redemption its outstanding Class C Warrants for cash
at the redemption price of $.05 per Class C Warrant. On February 7, 2000, the
registrant distributed to the registered holders of its Class C Warrants the
Notice of Redemption of Class C Warrants filed as Exhibit 99.2 hereto. Each
Class C Warrant is exercisable at an aggregate exercise price of $6.50 per Class
C Warrant prior to 5:00 p.m. (Eastern Standard Time) on March 8, 2000. If a
Class C Warrant is exercised, the holder will receive one share of common stock
(NASDAQ:CYPH) and one Class D Warrant (NASDAQ:CYPHZ) of Cytoclonal Pharmaceutics
Inc. After 5:00 p.m. on March 8, 2000, the Class C Warrants will no longer be
exercisable, and the holders will have only the right to receive the redemption
price.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
99.1 Press release issued February 4, 2000.
99.2 Notice of Redemption of Class C Warrants distributed
to the registered holders of Class C Warrants.
2
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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.
CYTOCLONAL PHARMACEUTICS INC.
Date: February 9, 2000
By:/s/ DANIEL SHUSTERMAN
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Daniel Shusterman
Vice President Operations
Treasurer and Chief Financial Officer
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press Release issued February 4, 2000.
99.2 Notice of Redemption of Class C Warrants.
</TABLE>
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Daniel M. Shusterman
Vice President Operations
Chief Financial Officer
Telephone: (214) 353-2922 extension 401
February 4, 2000 Dallas, Texas
CYTOCLONAL PHARMACEUTICS INC. ANNOUNCES
CLASS C WARRANT REDEMPTION CALL
CYTOCLONAL PHARMACEUTICS INC. (NASDAQ:CYPHW), announced today that the
company intends to call for redemption all of its outstanding Class C Warrants.
The date of the Class C Warrant call will be February 7, 2000. Letters of
instruction will be mailed to all holders of Class C Warrants on that day. Each
Class C Warrant is exercisable at an aggregate exercise price of $6.50 per
warrant prior to 5:00 p.m. (Eastern Standard Time) on March 8, 2000. If a Class
C Warrant is exercised, the holder will receive one share of common stock
(NASDAQ:CYPH) and one Class D Warrant (NASDAQ:CYPHZ) of Cytoclonal Pharmaceutics
Inc. After 5:00 p.m. on March 8, 2000, the Class C warrants will no longer be
exercisable, and the holders will have only the right to receive the redemption
price of $.05 per warrant.
Pursuant to the terms of the Warrant Agreement covering the Class C
Warrants, the Company has agreed to pay Janssen-Meyers Associates L.P.
("Janssen-Meyers") 5% of the proceeds received upon exercise of any Class C
Warrant solicited by Janssen-Meyers, as designated in writing on the applicable
Warrant Certificate Subscription Form. Upon request, Janssen-Meyers will assist
each registered holder of Class C Warrants in connection with the exercise
thereof.
Questions and requests for assistance in connection with the warrant
redemption should be directed to the Company at the address and telephone number
set forth above.
Cytoclonal Pharmaceutics Inc. is a biopharmaceutical company focusing
on the development of therapeutic and diagnostic products for the treatment and
prevention of cancer and infectious diseases. Based in Dallas, Texas, the
Company's lead programs involve paclitaxel (active ingredient in Taxol (R))
production using fermentation and genetic engineering in agreements with
Bristol-Myers Squibb, the treatment of Polycystic Kidney Disease using
paclitaxel and Quantum Core Technology(TM), the company's proprietary rational
drug design targeting the human genome including cancer. Other programs include
the discovery of human genes through Retorselection(TM) with a focus on lung
cancer, breast cancer treatment by peptide inhibition of estrogen receptors,
antisense
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therapeutics and the "immortality enzyme" telomerase. Additional information on
Cytoclonal can be found on the company's website at www.cytoclonal.com.
THIS NEWS RELEASE INCLUDES STATEMENTS THAT MAY CONSTITUTE FORWARD-LOOKING
STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THIS INFORMATION MAY INVOLVE RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, FACTORS DETAILED BY CYTOCLONAL
PHARMACEUTICS INC. IN ITS PUBLIC FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION.
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EXHIBIT 99.2
NOTICE OF REDEMPTION
OF
CLASS C WARRANTS
February 7, 2000
To the Holders of Outstanding
Class C Warrants of Cytoclonal Pharmaceutics Inc.
We hereby give notice that we are redeeming our outstanding Class C
Warrants on March 9, 2000. We are exercising this right pursuant to the terms of
the Warrant Agreement dated November 2, 1995 governing the Class C Warrants.
Terms of Redemption; Cessation of Rights
Exercise Deadline: March 8, 2000 at 5:00 p.m. (New York time)
Redemption Date: March 9, 2000
Redemption Price: $.05 per Class C Warrant
THE RIGHT OF OUR CLASS C WARRANT HOLDERS TO EXERCISE THEIR CLASS C
WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND CLASS D WARRANTS OF CYTOCLONAL
PHARMACEUTICS INC. WILL TERMINATE AT 5:00 P.M. (NEW YORK TIME) ON THE DATE
IMMEDIATELY PRECEDING THE REDEMPTION DATE. After such time, holders of Class C
Warrants will have no rights except to receive, upon surrender of their Class C
Warrants, the Redemption Price. The Redemption Price is substantially less than
either (i) the market price of the shares of common stock and Class D Warrants
of Cytoclonal Pharmaceutics Inc. receivable upon exercise of the Class C
Warrants or (ii) the price that could be obtained upon the sale of the Class C
Warrants in the open market.
Redemption Procedure
Payment of the amount to be received on redemption will be made by us
upon the presentation and surrender of the Class C Warrants for payment at any
time on or after the Redemption Date. To surrender Class C Warrants for
redemption, holders should deliver certificates representing their Class C
Warrants to American Stock Transfer & Trust Company, our Warrant Agent, at the
following address:
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005
Telephone: (212) 936-5100
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Exercise Procedure
In lieu of surrendering the Class C Warrants for redemption, Class C
Warrant holders may, at their option, exercise their Class C Warrants to
purchase our common stock and Class D Warrants.
Each Class C Warrant entitles the holder to purchase one share of
common stock and one Class D Warrant of Cytoclonal Pharmaceutics Inc. at an
aggregate exercise price of $6.50. As reported by Nasdaq on the SmallCap Market,
the closing bid price of the common stock ranged from a high of $14.75 to a low
of $6.594 and the closing bid price of the Class D Warrants ranged from a high
of $6.125 to a low of $.781 during the period from December 22, 1999 through
February 3, 2000.
The Class C Warrants may be exercised by delivery of the Class C
Warrant certificates to American Stock Transfer & Trust Company, our Warrant
Agent, at the address set forth above under "Redemption Procedure" accompanied
by a bank or certified check made payable to Cytoclonal Pharmaceutics Inc. for
the full amount of the Exercise Price ($6.50 for each Class C Warrant
exercised). The subscription form on the reverse side of each Class C Warrant
must be completed in full and signed by the Class C Warrant holder and the
signature guaranteed by an eligible institution. The method of delivery of the
Class C Warrant certificates is at the option and risk of the holder, but if
mail is used, registered mail properly insured is suggested.
The Class C Warrant certificate and the payment of the Exercise Price
must be received by the Warrant Agent prior to 5:00 p.m. (New York time) on
March 8, 2000. Class C Warrants which are received after such date will not be
exercised, but will be redeemed. Provided that a notice of exercise and payment
is received by the Warrant Agent prior to 5:00 p.m. (New York time) on March 8,
2000, broker-dealers shall have three business days to deliver Class C Warrant
certificates to the Warrant Agent.
Any Class C Warrant received which is not accompanied by payment of the
Exercise Price or which is received without the subscription form having been
completed and signed will be deemed to have been delivered for redemption, and
not for exercise.
Information
You may receive information regarding the exercise or redemption of the
Class C Warrants by contacting us at:
Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard, Suite 330
Dallas, Texas 75235
Telephone: (214) 353-2922
Attention: Daniel Shusterman
Vice President Operations
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Payment of Fees
Pursuant to the terms of the Warrant Agreement covering the Class C
Warrants, the Company has agreed to pay Janssen-Meyers Associates L.P.
("Janssen-Meyers") 5% of the proceeds received upon exercise of any Class C
Warrant solicited by Janssen-Meyers, as designated in writing on the applicable
Warrant Certificate Subscription Form. Upon request, Janssen-Meyers will assist
each registered holder of Class C Warrants in connection with the exercise
thereof.
Delivery of Prospectus
A prospectus will be delivered to holders of Class C Warrants which
covers the shares of Common Stock and the Class D Warrants to be issued upon
exercise of the Class C Warrants.
3
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IMPORTANT - IMMEDIATE ACTION REQUIRED
February 7, 2000
Dear Class C Warrant Holder:
Cytoclonal Pharmaceutics Inc. has called for redemption of its
outstanding Class C Warrants for cash at the redemption price of $.05 per Class
C Warrant on March 9, 2000. A copy of the Notice of Redemption and the
Prospectus is enclosed.
We are entitled to redeem the Class C Warrants because we have
satisfied the condition of redemption that the average closing bid price of our
common stock exceed $9.10 for a period of 30 consecutive trading days ending
within 15 days of the date of the Notice of Redemption. Each Class C Warrant is
exercisable for one share of common stock and one Class D Warrant of Cytoclonal
Pharmaceutics Inc. at an aggregate exercise price of $6.50. AFTER 5:00 P.M. NEW
YORK TIME, ON MARCH 8, 2000, (THE BUSINESS DAY IMMEDIATELY PRECEDING THE
REDEMPTION DATE) THE CLASS C WARRANTS WILL NO LONGER BE EXERCISABLE FOR SHARES
OF COMMON STOCK AND YOU WILL ONLY HAVE THE RIGHT TO RECEIVE THE REDEMPTION
PRICE.
We urge you to consider the following two alternatives to redemption
which are available to you and which may be more beneficial to you than
redemption:
1. Exercise of the Class C Warrants for shares of common stock
and Class D Warrants.
Each Class C Warrant is exercisable for one share of common
stock and one Class D Warrant of Cytoclonal Pharmaceutics Inc. at an
aggregate exercise price of $6.50. As reported by Nasdaq on the
SmallCap Market, the closing bid price of the common stock ranged from
a high of $14.75 to a low of $6.594 and the closing bid price of the
Class D Warrants ranged from a high of $6.125 to a low of $.781 during
the period from December 22, 1999 through February 3, 2000. Current
market quotations are available from Nasdaq or your broker.
2. Sale of the Class C Warrants in the open market.
The Class C Warrants may be sold in the open market. The
closing bid price of the Class C Warrants as reported as reported by
Nasdaq on the SmallCap Market ranged from a high of $14.00 to a low of
$2.938 during the period from December 22, 1999 through February 3,
2000. You should consult your own broker as to the procedures for
selling your Class C Warrants and for current market quotations.
The procedures for exercise and/or redemption of the Class C Warrant
are set forth in the accompanying Notice of Redemption. Questions and requests
for assistance should be directed to:
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Cytoclonal Pharmaceutics Inc., 9000 Harry Hines Boulevard, Suite 330, Dallas,
Texas 75235, Telephone: (214) 353-2922, attention Daniel Shusterman, Vice
President Operations.
We have previously filed a registration statement (SEC File No.
33-91802) including a prospectus with the Securities and Exchange Commission
("SEC") that covers the resale of the Class C Warrants, the Class D Warrants and
our common stock. You should refer to the registration statement and the
prospectus for additional information about us, the Class C Warrants, the Class
D Warrants and our common stock. Statements that we made in the prospectus
relating to any documents filed as an exhibit to the registration statement or
any document incorporated by reference into the registration statement may not
be complete and you should review the referenced document for a complete
understanding of its terms.
You should also refer to the annual, quarterly and current reports and
other information that we file with the SEC. You may read and copy any document
that we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information about the operation of its public reference facilities. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov.
Copies of publicly-available documents that we have filed with the SEC
can also be inspected and copied at the offices of the National Association of
Securities Dealers, Inc, 1735 K Street, N.W., Washington, D.C. 20005, or you may
also obtain copies of these documents by contacting us at:
Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard, Suite 330
Dallas, Texas 75235
Telephone: (214) 353-2922
Questions and requests for assistance regarding other matters should be
directed to us at the address and number above.
Very truly yours,
CYTOCLONAL PHARMACEUTICS INC.
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