-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bedi7TCyvBs9gzcsI3wFFIVHKkFeaCjZoOydy0ZPDeBqxYnGdU98J9bJ0i/IF3vN TAmP6YZFtKx5uRG9p58gCA== 0001144204-05-023629.txt : 20050803 0001144204-05-023629.hdr.sgml : 20050803 20050803171024 ACCESSION NUMBER: 0001144204-05-023629 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050726 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPETITIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000102198 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 362664428 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08696 FILM NUMBER: 05996469 BUSINESS ADDRESS: STREET 1: 1960 BRONSON ROAD STREET 2: BUILDING 1 CITY: FAIRFIELD STATE: CT ZIP: 06824 BUSINESS PHONE: 2032556044 MAIL ADDRESS: STREET 1: 1960 BRONSON ROAD STREET 2: BUILDING 1 CITY: FAIRFIELD STATE: CT ZIP: 06824 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSITY PATENTS INC DATE OF NAME CHANGE: 19920703 8-K 1 v022945_8k.htm
UNITED STATES
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

August 3, 2005 (July 26, 2005)
Date of Report (Date of earliest event reported)
 

 
COMPETITIVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware 
1-8696
36-2664428
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation)
File Number )
Identification No.)

1960 Bronson Road, Fairfield, Connecticut 06824
(Address of principal executive offices) (Zip Code)

(203) 255-6044
(Registrant’s telephone number, including area code)
 

 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 
 
Item 8.01  Other Events.

On August 3, 2005, Competitive Technologies, Inc. (“CTT”) announced that it had granted a license to Ortho-Clinical Diagnostics, Inc. under CTT’s U.S. Patent Number 4,940,658 and its foreign counterparts for homocysteine assays. Pursuant to the license, Ortho-Clinical will pay CTT an initial, upfront license fee and a per test royalty on sales of homocysteine assay products.
 
On July 28, 2005, CTT announced that it had granted a license to Beckman Coulter, Inc. under CTT’s U.S. Patent Number 4,940,658 and its foreign counterparts for homocysteine assays. Pursuant to the license, Beckman Coulter will pay CTT an initial, upfront license fee and a per test royalty on sales of homocysteine assay products.
 
On July 26, 2005, CTT announced that an additional patent of CTT’s patented melanogenesis-inducing technologies had been licensed to Melanotan Corporation (“MCI”), which sub-licensed the patent to Epitan Limited (ASX:EPT), an Australian company performing clinical trials on the technology. CTT and its clients will receive royalties on any sales of products associated with this additional patent. Separately, in the same release, CTT also announced that MCI had paid an additional dividend of Epitan shares to its shareholders. As a result, CTT received an additional 660,686 shares of Epitan. The shares are subject to the same lock up provision as the shares previously received, whereby CTT cannot sell, dispose or otherwise transfer the shares prior to October 21, 2005. CTT expects that the shares will be valued at approximately $150,000. After the dividend, CTT will own approximately 1.9 million shares of Epitan.
 
Copies of the press releases are attached as Exhibits 99.1 - 99.3.
 
Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.
 
Description
     
Exhibit 99.1
 
 
Press release dated August 3, 2005.
 
Exhibit 99.2
 
 
Press release dated July 28, 2005.
 
Exhibit 99.3
 
Press release dated July 26, 2005.
 
[Signature page follows]

 
 

 
 
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.
 
     
  COMPETITIVE TECHNOLOGIES, INC.
 
 
 
 
 
 
Date: August 3, 2005 By:   /s/ Michael D. Davidson
 
Name: Michael D. Davidson
Title: Vice President and
Chief Financial Officer
   

 
 

 

EXHIBIT INDEX
 
Exhibit No.
 
Description
     
Exhibit 99.1
 
Press release dated August 3, 2005 announcing that CTT had granted a license to Ortho-Clinical Diagnostics, Inc. for homocysteine assays.
     
Exhibit 99.2
 
Press release dated July 28, 2005 announcing that CTT had granted a license to Beckman Coulter, Inc. for homocysteine assays.
     
Exhibit 99.3
 
Press release dated July 26, 2005 announcing that CTT had licensed an additional patent to Melanotan Corporation, which sub-licensed it to Epitan Limited, an Australian company.
 
 
 

 
EX-99.1 2 v022945_ex99-1.htm
Exhibit 99.1

COMPETITIVE TECHNOLOGIES LICENSES
HOMOCYSTEINE ASSAY TO ORTHO-CLINICAL DIAGNOSTICS

Fairfield, CT and Raritan, NJ (August 3, 2005) - Competitive Technologies, Inc. (AMEX: CTT) and Ortho-Clinical Diagnostics, Inc., a Johnson & Johnson company, announced today that a homocysteine assay license has been granted to Ortho-Clinical under CTT’s U.S. Patent Number 4,940,658 and its foreign counterparts relating to homocysteine medical tests. Pursuant to the license, Ortho-Clinical will pay CTT an initial, upfront license fee and a per test royalty on sales of homocysteine assay products.

Elevated levels of homocysteine resulting from vitamin B12 and folate deficiency may be a risk factor in heart attacks, strokes, blood clots, various pregnancy complications, dementia from Alzheimer’s, rheumatoid arthritis, osteoporosis and presbyopia. The homocysteine patent is derived from discoveries made by CTT’s clients, Drs. Robert Allen and Sally Stabler from the University of Colorado, and the late Dr. John Lindenbaum from Columbia University.

“We are very pleased to issue this license to Ortho-Clinical Diagnostics, a global leader in providing diagnostic solutions,” said Aris D. Despo, CTT’s VP Life Science Business Development. “CTT is successfully proceeding with its active licensing program for the patented homocysteine assay. We are continuing with our strategy of recognizing the strength and growth of the demand for the homocysteine assay, an important technology in the CTT portfolio.”

About Competitive Technologies, Inc.

Competitive Technologies, established in 1968, is a full service technology transfer and licensing provider focused on the technology needs of its customers and transforming those requirements into commercially viable solutions. CTT is a global leader in identifying, developing and commercializing innovative technologies in life, electronic, nano, and physical sciences developed by universities, companies and inventors. CTT maximizes the value of intellectual assets for the benefit of its customers, clients and shareholders. Visit CTT’s website: www.competitivetech.net 

Statements about our future expectations, including development and regulatory plans, and all other statements in this press release other than historical facts are “forward-looking statements” within the meaning of applicable Federal Securities Laws, and are not guarantees of future performance. If and when used herein, the words “anticipate,”“believe,”“intend,”“plan,”“expect,”“estimate,”“approximate,” and similar expressions, as they relate to us or our business or management, are intended to identify such forward-looking statements. These statements involve risks and uncertainties related to market acceptance of and competition for our licensed technologies, growth strategies, operating performance, industry trends, and other risks inherent in our business, including those set forth in Item 7 under the caption “Risk Factors,” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on October 29, 2004, and other factors that may be described in our other filings with the SEC, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. We undertake no obligation to update publicly any forward-looking statement.

Direct inquiries to:
Johnnie D. Johnson, Strategic IR, Inc.
E-mail: jdjohnson@strategic-ir.com
 
Tel. (212) 754-6565; Fax (212) 754-4333
E-mail: ctt@competitivetech.net
 
 
 

 
EX-99.2 3 v022945_ex99-2.htm
Exhibit 99.2

COMPETITIVE TECHNOLOGIES AND BECKMAN COULTER
SIGN LICENSE AGREEMENT FOR HOMOCYSTEINE ASSAY

Fairfield, CT and Fullerton, CA (July 28, 2005) - Competitive Technologies, Inc. (AMEX: CTT) announced today that a homocysteine assay license has been granted to Beckman Coulter under CTT’s US Patent Number 4,940,658 and its foreign counterparts relating to homocysteine medical tests.

Elevated levels of homocysteine resulting from Vitamin B12 and folate deficiency may be a risk factor in heart attacks, strokes, blood clots, various pregnancy complications, dementia from Alzheimer’s, rheumatoid arthritis, osteoporosis and presbyopia. The homocysteine patent is derived from discoveries made by CTT’s clients, Drs. Robert Allen and Sally Stabler from the University of Colorado and the late Dr. John Lindenbaum from Columbia University.

“We are very pleased to issue this license to Beckman Coulter, a leader in the field of biomedical testing,” said Aris D. Despo, CTT’s VP Life Science Business Development. “CTT’s active homocysteine assay licensing program has been very successful. The homocysteine assay patent is a very important part of CTT’s portfolio of innovative technologies. We estimate that the number of homocysteine assays performed in the US is increasing each year, generating recurring revenues in our fiscal years 2005, 2006 and 2007.”

CTT has signed new license agreements with and is collecting royalties from companies performing most of the homocysteine assays in the marketplace. In addition to Beckman Coulter, these companies include Bayer, Abbott, Roche, Quest, Axis-Shield and Diagnostics Products. CTT has an active program of collecting royalties from all organizations involved in the homocysteine assay process.

Under the agreement, Beckman Coulter will pay an initial license fee and royalties on sales of homocysteine assay products. Beckman Coulter’s homocysteine assay customers, other than those with unsettled litigation matters, will be covered by the Beckman Coulter license from CTT. Beckman Coulter customers that have separate homocysteine licenses from CTT will be relieved of their obligation to pay royalties on reportable homocysteine results obtained using the Beckman Coulter assay by virtue of the royalty paid by Beckman Coulter to CTT. The license does not relieve Beckman Coulter customers for royalties on past or future assays for methylmalonic acid, for which CTT requires a separate license to perform such assays.

About Competitive Technologies, Inc.
Competitive Technologies, established in 1968, is a full service technology transfer and licensing provider focused on the technology needs of its customers and transforming those requirements into commercially viable solutions. CTT is a global leader in identifying, developing and commercializing innovative technologies in life, electronic, nano, and physical sciences developed by universities, companies and inventors. CTT maximizes the value of intellectual assets for the benefit of its customers, clients and shareholders. Visit CTT’s website: www.competitivetech.net 

Statements about our future expectations, including development and regulatory plans, and all other statements in this press release other than historical facts are “forward-looking statements” within the meaning of applicable Federal Securities Laws, and are not guarantees of future performance. When used herein, the words “anticipate,”“believe,”“intend,”“plan,”“expect,”“estimate,”“approximate,” and similar expressions, as they relate to us or our business or management, are intended to identify such forward-looking statements. These statements involve risks and uncertainties related to market acceptance of and competition for our licensed technologies, growth strategies, operating performance, industry trends, and other risks inherent in our business, including those set forth in Item 7 under the caption “Risk Factors,” in our most recent Annual Report on Form 10-K filed with the SEC on October 29, 2004, and other factors that may be described in our other filings with the SEC, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. We undertake no obligation to update publicly any forward-looking statement.

Direct inquiries to:
Johnnie D. Johnson, Strategic IR, Inc.
E-mail: jdjohnson@strategic-ir.com
 
Tel. (212) 754-6565; Fax (212) 754-4333
E-mail: ctt@competitivetech.net
 
 
 

 
EX-99.3 4 v022945_ex99-3.htm
Exhibit 99.3

COMPETITIVE TECHNOLOGIES LICENSES ADDITIONAL PATENT TO
MELANOTAN CORPORATION, RECEIVES ADDITIONAL SHARES OF EPITAN

Fairfield, CT - (July 26, 2005) Competitive Technologies, Inc. (AMEX: CTT) today announced that an additional patent has been licensed to Melanotan Corporation Inc (MCI). Privately-held MCI is the exclusive licensee for the portfolio of CTT-patented melanogenesis-inducing technologies. MCI has sub-licensed CTT’s portfolio to Epitan Limited (ASX:EPT), an Australian company performing clinical trials on the technology. CTT and its clients will receive royalties on any sales of products associated with this additional patent. Terms of the agreement were not disclosed.

Melanogenesis is a biochemical process that stimulates the production of eumelanin, the dark pigment of the skin which is known to protect the body from skin damage as a result of exposure to both UV-A and UV-B radiation. UV radiation can cause sunburn, which is a known prime cause of skin cancer.

“CTT is encouraged by the continued progress on this important technology, and pleased at having an additional opportunity to earn royalties for our clients”, said Dr. D. J. Freed, CTT’s President and CEO.

CTT owns 20.9% of MCI. The patented technologies invented by a team of researchers at CTT’s client, the University of Arizona, are synthetic analogues of alpha-MSH (alpha-melanocyte-stimulating hormone), a natural hormone secreted by the pituitary gland and skin cells.

Separately, CTT announced that MCI has paid an additional dividend of Epitan shares to its shareholders. As a result, CTT received an additional 660,686 shares of Epitan. The shares will be subject to the same lock up provision as the shares previously received, whereby CTT cannot sell, dispose or otherwise transfer the shares prior to October 21, 2005. CTT expects that the shares will be valued at approximately $150,000. After the dividend, CTT will own approximately 1.9 million shares of Epitan.

“We are pleased to receive the additional shares of Epitan”, said Michael D. Davidson, CTT’s Vice President and Chief Financial Officer, “and we look forward to Epitan’s future successful completion of their trials”.

About Competitive Technologies, Inc.

Competitive Technologies, established in 1968, is a full service technology transfer and licensing provider focused on the technology needs of its customers and transforming those requirements into commercially viable solutions. CTT is a global leader in identifying, developing and commercializing innovative technologies in life, electronic, nano, and physical sciences developed by universities, companies and inventors. CTT maximizes the value of intellectual assets for the benefit of its customers, clients and shareholders. Visit CTT’s website: www.competitivetech.net 

Statements about our future expectations, including development and regulatory plans, and all other statements in this press release other than historical facts are “forward-looking statements” within the meaning of applicable Federal Securities Laws, and are not guarantees of future performance. When used herein, the words “anticipate,”“believe,”“intend,”“plan,”“expect,”“estimate,”“approximate,” and similar expressions, as they relate to us or our business or management, are intended to identify such forward-looking statements. These statements involve risks and uncertainties related to market acceptance of and competition for our licensed technologies, growth strategies, operating performance, industry trends, and other risks inherent in our business, including those set forth in Item 7 under the caption “Risk Factors,” in our most recent Annual Report on Form 10-K filed with the SEC on October 29, 2004, and other factors that may be described in our other filings with the SEC, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. We undertake no obligation to update publicly any forward-looking statement.

Direct inquiries to:
Johnnie D. Johnson, Strategic IR, Inc.
E-mail: jdjohnson@strategic-ir.com
 
Tel. (212) 754-6565; Fax (212) 754-4333
E-mail: ctt@competitivetech.net
 
 
 

 
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