0000707511-95-000004.txt : 19950915 0000707511-95-000004.hdr.sgml : 19950915 ACCESSION NUMBER: 0000707511-95-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950930 ITEM INFORMATION: Other events FILED AS OF DATE: 19950913 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA 1 BIOMEDICALS INC CENTRAL INDEX KEY: 0000707511 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521253406 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15070 FILM NUMBER: 95573452 BUSINESS ADDRESS: STREET 1: TWO DEMOCRACY CTR STREET 2: 6903 ROCKLEDGE DR STE 1200 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 2025644400 8-K 1 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 Date of Report (Date of earliest event reported): September 13, 1995 ALPHA 1 BIOMEDICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other juristiction of incorporation) 0-15070 (Commission file number) 52-1253406 (IRS Employer Identification Number) Two Democracy Center 6903 Rockledge Drive Suite 1200 Bethesda, MD 20817 (Address, including Zip Code, of principal executive offices) Registrant's telephone number, including area code: (301) 564-4400 Item 5.Other Events The Press Release dated September 13, 1995 for Alpha 1 Biomedicals, Inc. attached as Exhibit 1 is incorporated by reference. Item 7.Exhibits (1) Press Release, dated September 13, 1995 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 thereunto duly authorized. Date: September 13, 1995 ALPHA 1 BIOMEDICALS, INC. By: /s/ R.J. Lanham R.J. Lanham Vice President and Chief Financial Officer FOR IMMEDIATE RELEASE CONTACT: Michael L. Berman, Ph.D., President and Chief Executive Officer 301-564-4400 R.J. Lanham, Vice President and Chief Financial Officer 301-564-4400 ALPHA 1 BIOMEDICALS SIGNS LETTER OF INTENT CONCERNING MERGER Bethesda, Maryland, September 13, 1995 -- Alpha 1 Biomedicals, Inc. (OTC Bulletin Board:ALBM) ("Alpha 1") today announced the entry into a Letter of Intent providing for the merger into Alpha 1 of MicroBio Inc. ("MicroBio"), a company formed by The Castle Group, Ltd. The Letter of Intent contemplates that, prior to the merger, MicroBio would be capitalized with between $5 million and $10 million in cash and would enter into an agreement with a third party pursuant to which it would obtain a license to a technology that is currently in human clinical trials. If the merger is completed, it is expected that Alpha 1 would issue between 24 and 39 million shares of its common stock in exchange for the shares of MicroBio. The resources of the combined companies would be used to continue Alpha 1's current Thymosin beta 4 research plans, to advance the newly acquired technology and for general operating expenses. The completion of the merger is contingent upon, among other requirements, the negotiation and execution of a definitive agreement, which the parties are seeking to conclude prior to November 1, 1995, execution by MicroBio of the aforementioned license, financing of at least $5 million and to the approval of the transaction by the stockholders of Alpha 1. If approved by the stockholders, it is anticipated that the transaction would close in the first quarter of 1996. Alpha 1 is directing its efforts toward the development of Thymosin beta 4, a novel actin-sequestering peptide, which could have applications in the treatment of cystic fibrosis, sepsis, adult respiratory distress syndrome, chronic bronchitis and asthma.