-----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, B7xIE6Q3//Jij5rCuvviay5ZsgVGVMC7qrkNzecLh0Sf7CkkkJmkpB2jRL5/zzV2 e3iV25WhJtbtWSFbpOhAcw== 0000950144-98-001904.txt : 19980220 0000950144-98-001904.hdr.sgml : 19980220 ACCESSION NUMBER: 0000950144-98-001904 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980210 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980219 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYTRX CORP CENTRAL INDEX KEY: 0000799698 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 581642740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15327 FILM NUMBER: 98545504 BUSINESS ADDRESS: STREET 1: 154 TECHNOLOGY PKWY STREET 2: TECHNOLOGY PARK/ATLANTA CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 4043689500 MAIL ADDRESS: STREET 1: 154 TECHNOLOGY PARKWAY CITY: NORCROSS STATE: GA ZIP: 30092 8-K 1 CYTRX CORPORATION 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): February 10, 1998 CYTRX CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 000-15327 58-1642740 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 154 TECHNOLOGY PARKWAY NORCROSS, GEORGIA 30092 (Address of principal executive offices, including zip code) (770) 368-9500 (Registrant's telephone number, including area code) Page 1 of 5 Exhibit Index on Page 4 2 ITEM 5. OTHER EVENTS. On February 10, 1998, the Registrant's wholly-owned subsidiary, Proceutics, Inc. ("Proceutics"), executed an Asset Purchase Agreement (the "Agreement"), pursuant to which Proceutics agreed to sell substantially all of its non real estate related assets (the "Assets") to Oread Laboratories, Inc., a Delaware corporation ("Oread"). The closing of the sale of the Assets occurred on February 17, 1998. A copy of the press release issued by the Registrant on February 11, 1998 announcing Proceutics' execution of the Agreement is filed herewith as Exhibit 99.1, and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c ) Exhibits 99.1 Press Release of the Registrant, dated February 11, 1998, announcing the sale by Proceutics, Inc., the Registrant's wholly-owned subsidiary, of substantially all of its non real estate related assets to Oread Laboratories, Inc. 2 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 thereto duly authorized. CYTRX CORPORATION Date: February 19, 1998 By: /s/ Jack J. Luchese ------------------- Jack J. Luchese President and Chief Executive Officer 3 4 EXHIBIT INDEX
Exhibit Description ------- ----------- 99.1 Press Release of the Registrant, dated February 11, 1998, announcing the sale by Proceutics, Inc., the Registrant's wholly-owned subsidiary, of substantially all of its non real estate related assets to Oread Laboratories, Inc.
4 EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 PRESS RELEASE CytRx Corporation 154 Technology Parkway Norcross, Georgia 30092 (770) 368-9500 Contact: Joe Medlin CYTRX ANNOUNCES THE SALE OF PROCEUTICS SUBSIDIARY Atlanta, Georgia, February 11, 1998 - CytRx Corporation (NASDAQ: CYTR) announced today its plans for divestiture of Proceutics, Inc., a wholly-owned subsidiary of CytRx which provides preclinical development services to the pharmaceutical industry. Today, Proceutics executed an asset purchase agreement with Oread, Inc., whereby Proceutics will transfer its personnel, equipment and client contracts to Oread. Financial terms of the transactions were not disclosed. Proceutics will retain its real estate assets and Oread will execute a long-term lease for space in the Proceutics building. The closing of the transactions are subject to customary conditions, and are anticipated to occur before the end of February. Proceutics is also negotiating the sale of its real estate assets with an undisclosed purchaser. If the real estate sale is consummated, then Proceutics will assign the Oread lease to the purchaser. "Oread will receive a highly-skilled workforce and the strong relationships cultivated by the Proceutics team. CytRx will streamline its focus on FLOCOR(TM) and other human therapeutics while maintaining access to a group of scientists that know our business intimately. This transaction is going to positively impact our development of FLOCOR(TM)," stated Jack Luchese, President and CEO of CytRx. CytRx's business strategy is to build shareholder value through the development and commercialization of high-value human therapeutic products and the successful development of its promising subsidiary companies. CytRx's FLOCOR(TM) is being developed to treat acute sickle cell crisis and other vascular diseases. Protox is being developed to treat bacterial and viral infections. Vaxcel, Inc. is developing Optivax(R) to improve the effectiveness of vaccines. VetLife, Inc. markets and distributes products to enhance food animal growth. # # # February 11, 1998 -----END PRIVACY-ENHANCED MESSAGE-----