-----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, MZF3iEoxiZuxDS7tFhJIb6fLKpLHw2HNvGsLsqbUYtNgYuymut14JHfw5rsKUhz2 DD8IZ8nzabpLwcPrL2+Kww== 0001029869-98-001067.txt : 19980824 0001029869-98-001067.hdr.sgml : 19980824 ACCESSION NUMBER: 0001029869-98-001067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980821 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980821 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: 98695860 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 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 5. Other Events On August 21,1998, T Cell Sciences, Inc. (the "Company") issued the press release (attached as Exhibit 99.1 to this Current Report on Form 8-K) announcing the consummation of the merger of TC Merger Corp., a wholly-owned subsidiary of the Company, with and into Virus Research Institute, Inc. T Cell Sciences, Inc. is a biopharmaceutical company engaged in the discovery and development of innovative drugs using novel applications of immunology to prevent and treat cardiovascular, pulmonary and immune disorders. The Company develops and commercializes products on a proprietary basis and in collaboration with pharmaceutical partners, including Novartis Pharma AG, Astra AB and Yamanouchi Pharmaceutical Co., Ltd. Virus Research Institute, Inc. ("VRI") is engaged in the discovery and development of systems for the delivery of vaccines and immunotherapeutics, and improved and novel vaccines for adults and children. VRI is developing a portfolio of proprietary vaccine delivery systems designed to improve the efficacy, lower the cost of administration and improve patient compliance for a variety of vaccine products. VRI and its collaborators currently are applying VRI's vaccine delivery systems to develop vaccines for the prevention of influenza, Lyme disease, respiratory syncytial virus and H. pylori infections. VRI has entered into long-term collaboration agreements with Pasteur Merieux Connaught, Pasteur Merieux-OraVax and CSL, Ltd. pursuant to which they may utilize VRI's vaccine delivery systems in developing a number of vaccines. During 1997, VRI entered into a collaboration with SmithKline Beecham for the development and commercialization of VRI's oral rotavirus vaccine. VRI is also developing its own proprietary vaccine, utilizing antigens licensed exclusively by VRI, for the virus causing genital herpes, HSV2. In addition, VRI has acquired the exclusive license to Therapore(TM), a novel delivery system for the delivery of immunotherapeutics for chronic viral infections and cancers. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 99.1 Press release announcing the consummation of the merger of TC Merger Corp., a wholly-owned subsidiary of T Cell Sciences, Inc., with and into Virus Research Institute, Inc. 2 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 21, 1998 T CELL SCIENCES, INC. By: /s/ Norman W. Gorin --------------------------------------- Norman W. Gorin Chief Financial Officer and Secretary 3 Exhibit Index Exhibit No. Description 99.1 Press release announcing the consummation of the merger of TC Merger Corp., a wholly-owned subsidiary of T Cell Sciences, Inc., with and into Virus Research Institute, Inc. 4 EX-99.1 2 PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE/AUGUST 21, 1998 Una S. Ryan, Ph.D. Paula R. Freeman President and Chief AVANT Immunotherapeutics, Inc. Executive officer 781-433-0771 AVANT Immunotherapeutics, Inc. info@avantimmune.com 781-433-0771 T CELL SCIENCES, INC. AND VIRUS RESEARCH INSTITUTE, INC. MERGER APPROVED BY SHAREHOLDERS --New Company, AVANT Immunotherapeutics, will have Four Products in Clinical Development and Five Strategic Alliances-- NEEDHAM, MA and CAMBRIDGE, MA, August 21, 1998 -- T Cell Sciences, Inc. (Nasdaq: TCEL) and Virus Research Institute Inc. (Nasdaq: VRII) jointly announced today that they have received shareholder approval for the merger of the two companies. The integrated company combines T Cell's immunological expertise with VRI's vaccine technologies and therapeutic delivery systems. The new company, AVANT Immunotherapeutics, Inc., will have a broad line of products that fight disease by harnessing the immune system, including four products in clinical trials. "We are very pleased with the completion of the merger with Virus Research Institute," said Una S. Ryan, Ph.D., President and Chief Executive Officer of T Cell Sciences. "In line with the commitment of both companies to maximize shareholder value, we believe the strategic partnership formed through the merger positions AVANT to be a world leader in immunotherapeutics. AVANT will have five established alliances with major pharmaceutical companies and multiple opportunities for forming new partnerships." AVANT Immunotherapeutics will be traded on the Nasdaq stock market as of August 24, 1998, under the symbol "AVAN." Una S. Ryan, Ph.D., will be President and Chief Executive Officer of AVANT and J. Barrie Ward, Ph.D., will be Executive Chairman of the Board of AVANT which has 80 employees and will be headquartered in Needham, Massachusetts. Additional information on AVANT Immunotherapeutics, Inc. can be obtained through the Company's site on the World Wide Web: http://www.avantimmune.com, which will be available on Monday, August 24, 1998. 5 T CELL SCIENCES, INC. AND VIRUS RESEARCH INSTITUTE, INC. MERGER APPROVED BY SHAREHOLDERS AUGUST 21, 1998 Page 2 J. Barrie Ward, Ph.D., Chairman and Chief Executive Officer of Virus Research Institute comments, "AVANT's broad pipeline of products, four of which are undergoing clinical development together with our partners, address unmet market needs in the areas of transplantation, cancer, cardiovascular, infectious and autoimmune diseases. In addition, the Company has a strong technology base and emerging pipeline." Under the terms of the merger agreement, T Cell will issue 1.55 shares of T Cell Common Stock and 0.2 warrants for each share of VRI Common Stock. Based on this exchange ratio, T Cell and VRI shareholders will own approximately 66% and 34% of AVANT, respectively. Each warrant represents the right to purchase a share of T Cell Common Stock for $6.00 per share and will expire on August 24, 2003. AVANT Immunotherapeutics, Inc. is engaged in the discovery, development and commercialization of products that harness the human immune response to prevent and treat disease. The Company's lead therapeutic program is focused on compounds that inhibit the inappropriate activity of the complement cascade which is a vital part of the body's immune defense system. The Company is also engaged in the research and development of Therapore(TM), a novel system for the delivery of immunotherapeutics for chronic viral infections and certain cancers. The Company and its collaborators are developing vaccines utilizing the Company's proprietary vaccine delivery systems for the prevention of influenza, Lyme disease, respiratory syncytial virus (RSV) and H.pylori infections. In a further collaboration, the Company is developing an oral human rotavirus vaccine, and is developing its own proprietary vaccines for the management of atherosclerosis and for the prevention of genital herpes. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This release includes forward-looking statements which reflect AVANT's current views with respect to future events and financial performance. The words "believe," "expect," "anticipate," and similar expressions identify forward-looking statements. Investors should not rely on forward- looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. These factors include, but are not limited to: (1) the ability to successfully complete development and commercialization of products, including the scope and results of preclinical and clinical testing; (2) the ability to successfully complete product research and further development including animal, pre-clinical and clinical studies; (3) changes in existing and potential relationships with corporate collaborators; (4) the time, cost and uncertainty of obtaining regulatory approvals; (5) the ability to obtain substantial additional funding; (6) the ability to develop and commercialize products before competitors; and (7) other factors detailed from time to time in filings with the Securities and Exchange Commission. 6 -----END PRIVACY-ENHANCED MESSAGE-----