-----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, SMusDhfRVKev/UQa7rkKfNYXd1N9JcrkcZTgG2X7UyAvmuHZBbda3TeMX0E5C0aW KKRIpxIdLNy8WgT+LOalCg== 0001157523-06-002275.txt : 20060303 0001157523-06-002275.hdr.sgml : 20060303 20060303123334 ACCESSION NUMBER: 0001157523-06-002275 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060303 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060303 DATE AS OF CHANGE: 20060303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYDROMER INC CENTRAL INDEX KEY: 0000704432 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 222303576 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31238 FILM NUMBER: 06662571 BUSINESS ADDRESS: STREET 1: 35 INDUSTRIAL PKWY CITY: SOMERVILLE STATE: NJ ZIP: 08876 BUSINESS PHONE: 9085262828 MAIL ADDRESS: STREET 1: 35 INDUSTRIAL PKWY CITY: BRANCHBURG STATE: NJ ZIP: 08876-3518 8-K 1 a5094445.txt HYDROMER, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) March 3, 2006 Hydromer, Inc. (Exact name of registrant as specified in its chapter) New Jersey 0-10683 22-2303576 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 35 Industrial Parkway Branchburg, N.J. 08876 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (908) 722 - 5000 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 (see General Instruction A.2. below): ( ) 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 14-2(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 1.01. Entry into a Material Definitive Agreement. - ------------------------------------------------------ With regard to the patent litigation with multiple parties, the Company has entered into a settlement agreement which is deemed to be material. As part of the settlement agreement, the financial terms is to remain confidential. A press release, attached as Exhibit 99.16, on this settlement was published on February 27, 2006. The Agreement For Judgment is attached as Exhibit 99.17. EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 99.16 Press Release issued February 27, 2006 99.17 Agreement For Judgment 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. Hydromer, Inc. ----------------------------- Registrant /s/ Robert Y. Lee ----------------------------- Date March 3, 2006 Robert Y. Lee ------------------- Chief Financial Officer EX-99.16 2 a5094445ex99_16.txt EXHIBIT 99.16 Exhibit 99.16 Hydromer, Inc. Announce Enforcement of Its T-HEXX(R) Patents BRANCHBURG, N.J.--(BUSINESS WIRE)--Feb. 27, 2006--Hydromer, Inc. has enforced its patents in a patent infringement suit with Veterinary Pharmaceuticals, Inc. ("VPI") and others, filed in the United States District Court for the District of New Jersey, pertaining to its patented T-HEXX(R) Cow Teat Dip technology. The suit was settled with VPI by a stipulated Judgment ordered by the Court on February 24, 2006 in which VPI admitted that the patents are valid and infringed and agreed to be enjoined from further infringement of Hydromer's patents. The patents include United States Patent Nos. 4,642,267, 4,769,013, 6,203,812, and 6,395,289 which relate to Hydromer's AQUAMERE(R) technology, a unique combination of polyurethane and polyvinylpyrrolidone to which an anti-infective agent can be added. The technology is used to protect the udders of a cow against bacterial infections by sealing the end of each teat against microbial infiltration. Future infringement is enjoined, and Hydromer shall be compensated an undisclosed amount for its monetary damages incurred due to infringement of its patents. Mr. Doug Perschbacher, Hydromer's Strategic Business Manager for Agricultural Products noted, "This action is part of a strategy to protect our intellectual property. The Company continues to sample competing products and conduct comprehensive chemical analysis to detect patent infringement. Cow teat dips made with T-HEXX concentrate have proven themselves to be superior in the marketplace to increase milk quality for the consumer and produce additional profits to the dairy owner. Naturally when a product performs on an exceptional basis, counterfeit or 'me too' products can flourish. We welcome fair competition as it benefits the agricultural marketplace, however, infringement of intellectual property has a detrimental effect and will not be tolerated." Hydromer has spent over 13 years perfecting a technology that permits anti-bacterial coatings and gels to be applied to the teats of cows. The coatings protect the damaged teats from mastitis due to contact with moisture found in the environment yet are readily removed with a pre-wash. "It's our technology, we invented it, we were granted patents and we intend to protect our property by enforcing our intellectual property rights against any and all infringers." Hydromer, Inc. is a technology-based company involved in the research and development, manufacturer and commercialization of specialized polymer and hydrogel products for medical devices, pharmaceutical products, animal health, cosmetic, personal care and industrial uses. For the latest information about Hydromer, Inc. and its products, please visit our web site at www.hydromer.com. CONTACT: For Hydromer, Inc. Robert Y. Lee, 908-722-5000 EX-99.17 3 a5094445ex99_17.txt EXHIBIT 99.17 Exhibit 99.17 UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY - --------------------------------------) ) HYDROMER, INC. ) ) Plaintiff, ) ) v. ) ) ADVANCED SKIN TECHNOLOGIES, INC., ) CIVIL ACTION NO. STEVE PUGLIESE, AND ) 4-2820 (MLC) VETERINARY PHARMACEUTICALS, INC. ) ) Defendants. ) - --------------------------------------) AGREEMENT FOR JUDGMENT Plaintiff, Hydromer, Inc. ("Hydromer"), having instituted the captioned civil action against the Defendant, Veterinary Pharmaceuticals, Inc. ("VPI"), and the parties having agreed to settle all claims and counterclaims pursuant to the terms of a Settlement Agreement between Hydromer and VPI and both parties ------------------------- having stipulated to the terms and entry of this Agreement for Judgment in lieu of a trial on all claims and counterclaims; Now, upon consent and as between Hydromer and VPI, it is hereby ORDERED, ADJUDGED and DECREED as follows: 1. This Court has jurisdiction over the subject matter and the parties to this action and venue is proper in this District. 2. Hydromer (a) is the owner of U.S. Patent Nos. 4,642,267 ("the `267 patent"); 4,769,013 ("the `013 patent"); 6,203,812 (the `812 patent); and 6,395,289 ("the `289 patent") (hereinafter collectively "the patents-in-suit") and (b) has asserted in this action that VPI has infringed claims 1, 2, 6, 8, 10 and 12-20 of the `267 patent; claims 1, 2, 4 and 15-18 of the `013 patent; claims 1, 2, 5, 6, 8, 9, 11-16, 18-20 and 22-23 of the `812 patent; and claims 1, 2, 5, 6, 8, 9, 11-16, 18-20 and 22-23 of the `289 patent (referred to collectively as "the Asserted Claims of the Hydromer Patents"). 3. Admissions as to validity - VPI admits that the patents-in-suit and -------------------------- each and every claim thereof is valid and enforceable against VPI for the term defined in paragraph 6 of this document and takes no position as to the validity or enforceability of the patents-in-suit in any action against parties other than VPI. 4. Admissions as to infringement - VPI also admits that it has infringed, ----------------------------- or been induced to infringe, one or more of the Asserted Claims of the Hydromer Patents and has infringed each of the patents-in-suit. 5. Injunction - VPI agrees that it, its agents, officers, owners, ---------- directors, employees and attorneys, and all persons in concert or participation with it, who receive notice of this Judgment, are hereby permanently enjoined from infringing, contributing to the infringement of, or inducing infringement of any of the Asserted Claims of the Hydromer Patents, by manufacturing, causing to be manufactured, selling, offering for sale, importing, or shipping in the United States any teat dip product containing the patented combination of polyvinylpyrrolidone (PVP) and polyurethane (PU), or otherwise infringing the Asserted Claims of the Hydromer Patents. 2 6. Term of the Injunction - The injunction shall remain in force as to ----------------------- each of the patents-in suit until such Asserted Claims of the Hydromer Patents either expire or are declared invalid or unenforceable in a judgment, by a Court of competent jurisdiction, from which no appeal has been taken or against which all appeals have been exhausted. 7. The United States District Court for the District of New Jersey shall retain jurisdiction over this matter and the parties to enforce the Settlement Agreement, the Injunction and this Judgment, and each party consents to the personal jurisdiction of that Court for such purposes. THEREFORE, Judgment is hereby stipulated and agreed to be entered against defendant VPI permanently enjoining it from infringing the Asserted Claims of the Hydromer Patents. This Judgment is FINAL except that the Court shall retain jurisdiction over this matter and the parties to enforce the Settlement Agreement, the Injunction, this Judgment, and a separate Consent Monetary Judgment which may be filed and entered by the Court in the event of a default by VPI pursuant to the terms of a Settlement Agreement between Hydromer and VPI of even date herewith. 3 STIPULATED AND APPROVED ON BEHALF OF HYDROMER AND VPI: - ----------------------------------------------------- HYDROMER, INC. VETERINARY PHARMACEUTICALS, INC. By: By: --------------------------------- --------------------------------- Duly Authorized: Duly Authorized: Title: Title: By: /s/ Alan M. Sack By: /s/ James P. Flynn --------------------------------- --------------------------------- Alan M. Sack (AMS-8856) James P. Flynn (JPF- ) HOFFMANN & BARON, LLP EPSTEIN, BECKER & GREEN, P.C. 6900 Jericho Turnpike Gateway Center Two (12th Floor) Syosset, NY 11791 Newark, NJ 07102 Phone: (516) 822-3550 Phone-Main: (973) 642-1900 Facsimile: (516) 822-3582 Phone-Direct: (973) 639-8285 Fax-Main: (973)642-0099 Fax-Direct: (973) 639 8931 SO ORDERED: Dated: ------------------------------- ------------------------------------ The Honorable 4 -----END PRIVACY-ENHANCED MESSAGE-----