-----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, VhhxBNAaR1eG7lf7PrwJ3nUfESBOqdFhw1FmDOrRTQRsTlq52Id8ByiYZSX1dqJt thWJOqPBSjCSAHUamnbStQ== 0001029869-98-001079.txt : 19980831 0001029869-98-001079.hdr.sgml : 19980831 ACCESSION NUMBER: 0001029869-98-001079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980821 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980828 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: T CELL SCIENCES INC CENTRAL INDEX KEY: 0000744218 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133191702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15006 FILM NUMBER: 98699748 BUSINESS ADDRESS: STREET 1: 119 FOURTH AVE CITY: NEEDHAM STATE: MA ZIP: 02194-2725 BUSINESS PHONE: 6174330771 MAIL ADDRESS: STREET 1: 119 FOURTH AVE CITY: NEEDHAM STATE: MA ZIP: 021942725 8-K 1 T CELL SCIENCES, INC. FORM 8-K 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): August 21, 1998 AVANT Immunotherapeutics, Inc. (f/k/a T Cell Sciences, Inc.) (Exact Name of Registrant as specified in its charter) Delaware 0-15006 13-3191702 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 119 Fourth Street, Needham, MA 02494 (Address of principal executive offices and zip code) (781) 433-0771 (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets - ------- ------------------------------------ On August 21, 1998, TC Merger Corp. ("TCMC"), a Delaware corporation and a wholly-owned subsidiary of AVANT Immunotherapeutics, Inc. (f/k/a T Cell Sciences, Inc.) (the "Registrant"), merged with and into Virus Research Institute, Inc. ("VRI"), a Delaware corporation, pursuant to an Agreement and Plan of Merger dated as of May 12, 1998 (the "Agreement") by and among the Registrant, TCMC and VRI. VRI survived the merger as a wholly-owned subsidiary of the Registrant. In consideration, on August 21, 1998, the Registrant issued pursuant to the Agreement: (i) 14,036,454 shares of its $.001 par value common stock (the "Registrant's Common Stock") valued at approximately $28,072,908 million based upon the closing price of the Registrant's Common Stock (Nasdaq: AVAN) on August 21, 1998 and (ii) 1,811,155 warrants (the "Warrants") to acquire 1,811,155 shares of the Registrant's Common Stock. The Warrants expire on August 21, 2003 and have an exercise price of $6.00 per share. Pursuant to the Agreement, the Registrant also assumed 83,584 warrants (the "VRI Warrants") and 990,441 options (the "VRI Options") to acquire shares of VRI's $.001 par value common stock. The VRI Warrants are exercisable for 129,555 shares of the Registrant's Common Stock and 16,717 Warrants. The VRI Options are exercisable for 1,535,184 shares of the Registrant's Common Stock and 24,267 Warrants. The merger is being accounted for as a purchase transaction. 2 Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits - ------- ----------------------------------------------------------------- (a) Financial Statements of Business Acquired The financial statements of VRI that would be required to be included herein are not so included because they were previously reported by the Registrant in its Registration Statement on Form S-4 (No. 333-59215) filed with the Securities and Exchange Commission on July 16, 1998. See General Instruction B(3) to Form 8-K. (b) Pro Forma Financial Information The pro forma financial statements of VRI that would be required to be included herein are not so included because they were previously reported by the Registrant in its Registration Statement on Form S-4 (No. 333-59215) filed with the Securities and Exchange Commission on July 16, 1998. See General Instruction B(3) to Form 8-K. (c) Exhibits Exhibit No. Description - ----------- ----------- 2.1 The Agreement and Plan of Merger, dated as of May 12, 1998, by and among the Registrant, TC Merger Corp. and VRI is incorporated by reference to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on July 16, 1998 (Reg. No. 333-59215). 3 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. Dated: August 28, 1998 AVANT Immunotherapeutics, Inc. By: /s/ Norman W. Gorin ------------------------------------- Norman W. Gorin Chief Financial Officer and Secretary 4 -----END PRIVACY-ENHANCED MESSAGE-----