-----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, OPE0c+GyVBw/MojbwYZ5CwJS0VVlfUfkXVoKxvzkkJbb5PA0PRFrhd2QVpUOLOcR c/RYSOMQIEEBXMAVFl1kog== 0001157523-04-011061.txt : 20041124 0001157523-04-011061.hdr.sgml : 20041124 20041124164559 ACCESSION NUMBER: 0001157523-04-011061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041123 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041124 DATE AS OF CHANGE: 20041124 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: 041167726 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 a4773108.txt COMPETITIVE TECHNOLOGIES, INC. ================================================================================ 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 November 23, 2004 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 November 23, 2004, Competitive Technologies, Inc. ("CTT") announced that a homocysteine assay license had been granted to Diagnostics Products Corp. ("DPC") under CTT's U.S. Patent Number 4,940,658 relating to homocysteine medical tests. Pursuant to the license, DPC will pay CTT a license fee of $1.375 million (which CTT will share with its client according to the terms of its license agreement), releasing DPC's customers of any obligation to pay royalties to CTT for homocysteine test results obtained using DPC assays in the past, and DPC will pay CTT royalties on sales of DPC homocysteine assays using DPC's IMMULITE(R) and RIA products. A copy of the press release is attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ------------ -------------------------------------- Exhibit 99.1 Press release dated November 23, 2004. 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: November 24, 2004 By: /s/ John B. Nano Name: John B. Nano Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description Exhibit 99.1 Press release dated November 23, 2004 announcing that CTT had granted a license to Diagnostics Products Corp. EX-99.1 2 a4773108ex991.txt PRESS RELEASE Exhibit 99.1 Competitive Technologies Licenses Homocysteine Assay to Diagnostic Products Corp. Business Editors/Health/Medical Writers FAIRFIELD, Conn. & LOS ANGELES--(BUSINESS WIRE)--Nov. 23, 2004-- DPC Homocysteine Assays Carry Pass-Through License to Customers Competitive Technologies, Inc. (AMEX:CTT) and Diagnostics Products Corp. (NYSE:DP) announced today that a homocysteine assay license has been granted to DPC under CTT's U.S. Patent Number 4,940,658 relating to homocysteine medical tests. "We are very pleased to issue this license to DPC, a recognized leader in the field of immunodiagnostics," said Aris D. Despo, CTT's VP Life Science Business Development. "This agreement marks another successful step in CTT's active licensing and royalty collection program for the homocysteine assay. We are proceeding with our strategy of enforcing the patent rights of CTT and its clients as affirmed by both the Federal Appeals and Federal District Courts." John B. Nano, CTT's President and CEO, said, "The agreement with DPC is further validation of CTT's homocysteine licensing program. CTT continues to expand its recurring revenue stream by leveraging near-term opportunities while executing our long-term strategies for sustained growth. CTT's first quarter will show strong revenue growth and profitability, with the DPC royalty payments further strengthening our second quarter results." "This license permits DPC customers to continue to perform homocysteine assays without concern about possible infringement of the CTT homocysteine assay patent," stated Michael Ziering, CEO of DPC, "and it demonstrates our commitment to our customers and their needs." Under the agreement, DPC is granted a license under the CTT patent and will pay royalties on sales of DPC homocysteine assays using DPC's IMMULITE(R) and RIA products. DPC's homocysteine assay customers, other than those with unsettled litigation matters, will be covered by the DPC license from CTT. DPC customers that have separate homocysteine licenses from CTT will be relieved of their obligation to pay royalties on reportable homocysteine results obtained using the DPC assay by virtue of the royalty paid by DPC to CTT. The negotiated agreement between CTT and DPC includes an up-front license fee of $1.375 million, releasing DPC's customers of any obligation to pay royalties to CTT for homocysteine test results obtained using DPC assays in the past. The settlement and license does not relieve DPC customers for royalties on past or future assays for methylmalonic acid, for which CTT will separately require a license to perform such assays. 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. About Diagnostic Products Corporation Diagnostic Products Corporation, founded in 1971, is the global leader dedicated exclusively to immunodiagnostics. DPC's product menu includes about 75 immunoassays and over 350 specific allergens and allergy panels. In addition, DPC addresses the chemistry and laboratory automation testing needs of its customers through partnerships with manufacturers of chemistry systems and reagents. The combined chemistry and immunoassay menu is one of the largest and most diversified available, covering most laboratory tests requested. DPC also designs and manufactures automated laboratory instrumentation, which provides fast, accurate results while reducing labor and reagent costs. DPC sells its products to hospitals, clinics and laboratories in more than 100 countries. DPC is committed to delivering to customers the highest quality products with superior service and support. The turquoise zebra icon symbolizes DPC's uniqueness in the immunodiagnostic industry as "a company that stands out." Additional Company information can be found on the Company's website at www.dpcweb.com. Except for the historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. These factors include the effects of governmental and other actions relating to the FDA's decision that its Application Integrity Policy should be applied to the Company or relating to the Company's Chinese affiliate; the rate of customer demand for the Company's products; the Company's ability to successfully market new and existing products; its dependence on certain suppliers; domestic and foreign government regulation; its ability to keep abreast of technological innovations and to translate them into new products; competition; political and economic instability in certain markets including the movements of foreign currencies relative to the dollar; and other risks and uncertainties disclosed from time to time in the Company's SEC reports and filings. 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, digital, nano, and physical sciences developed by universities, companies and inventors. The global market for technology transfer services is estimated at $150 billion annually. 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 document other than historical facts are "forward-looking statements" within the meaning of applicable Federal Securities Laws, and are not guarantees of future performance. These statements involve risks and uncertainties 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. CONTACT: Strategic IR, Inc. Johnnie D. Johnson, 212-754-6565 212-754-4333 (fax) jdjohnson@strategic-ir.com or ctt@competitivetech.net -----END PRIVACY-ENHANCED MESSAGE-----