-----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, NqUzvsHE25ZiyFmTy41hwaZE8t/6GZ7wcHJmqf/IKhKcC6rW0Np3OZpnxuUZvdzY LANt4cPI+1CnjNjRASUE7Q== 0000950133-98-003478.txt : 19981008 0000950133-98-003478.hdr.sgml : 19981008 ACCESSION NUMBER: 0000950133-98-003478 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981007 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONCOR INC CENTRAL INDEX KEY: 0000806637 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 521310084 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16177 FILM NUMBER: 98722222 BUSINESS ADDRESS: STREET 1: 209 PERRY PKWY CITY: GAITHERSBURG STATE: MD ZIP: 20877 BUSINESS PHONE: 3019633500 MAIL ADDRESS: STREET 1: 209 PERRY PKWY CITY: GAITHERSBURG STATE: MD ZIP: 20877 8-K 1 ONCOR, INC. FORM 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 30, 1998 ------------------ Oncor, Inc. ------------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Maryland ------------------------------------------------------------------ (State or Other Jurisdiction of Incorporation) 0-16177 52-1310084 ------------------------------ ----------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 209 Perry Parkway, Gaithersburg, Maryland 20877 ---------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (301) 963-3500 ------------------------------------------------------------------ (Registrant's Telephone Number, Including Area Code) N.A. ------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events On September 30, 1998, Oncor, Inc. (the "Company") issued a press release announcing further restructuring plans and indicating that the Company intends to focus on the sale of assets and the formation of strategic alliances to generate cash. This press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. On October 2, 1998, the Company issued a press release announcing that the American Stock Exchange had advised the Company that trading had been halted in the Company's Common Stock and that the trading halt would continue indefinitely. The October 2, 1998 press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press release of the Company dated September 30, 1998 99.2 Press release of the Company dated October 2, 1998 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. Oncor, Inc. -------------------------------- (Registrant) By: /s/ John L. Coker ------------------------ Name: John L. Coker Title: Chief Financial Officer Dated: October 7, 1998 4 Exhibit Index 99.1 Press release of the Company dated September 30, 1998 99.2 Press release of the Company dated October 2, 1998 EX-99.1 2 PRESS RELEASE DATED SEPTEMBER 30, 1998 1 Exhibit 99.1 PRESS RELEASE - ------------------------------------------------------------------------------ FOR FURTHER INFORMATION CONTACT: ONCOR, INC. Jose Coronas, 209 Perry Parkway Chairman and Acting CEO Gaithersburg, MD 20877 Cecil Kost, (301) 963-3500 President and COO Fax (301) 926-6129 John Coker email: ir@oncor.com Chief Financial Officer - ------------------------------------------------------------------------------ FOR IMMEDIATE RELEASE ONCOR, INC. ANNOUNCES FURTHER RESTRUCTURING PLANS FOCUS ON SALE OF ASSETS AND PARTNERSHIPS TO GENERATE CASH GAITHERSBURG, MARYLAND -- SEPTEMBER 30, 1998 . . . ONCOR, INC. (AMEX: ONC) Oncor Inc. (the "Company") announced today a number of developments relating to the Company. First, Perseus Capital, LLC has withdrawn its Letter of Intent to acquire the assets of Codon, Inc., a wholly owned subsidiary of the Company. As a result, Codon will substantially cease all operations as of October 1, 1998. The Company is actively seeking the immediate sale of the intellectual property and other assets of Codon and anticipates that no material charges will result from such a sale. Oncor has been notified by a creditor which holds the Company's $4 million secured note due October 31, 1998 that it deems this event to be a material adverse event, and therefore an event of default. Pursuant to its rights in an event of default, the creditor has made a demand for acceleration of the note. The creditor and the guarantors, who comprise a group of significant shareholders, investment funds and certain directors of the Company, have agreed that the guarantors will acquire the note and the rights thereunder from the creditor immediately. The Company has developed and instituted a plan supported by the guarantors whereby the Company has reduced its scope of operations and on-going operating expenses and is seeking to generate sufficient cash to repay the secured note, meet its obligations to trade creditors and preferred stockholders, create shareholder value and maintain continuing operations. The Company is seeking cash through the sale of assets, including intellectual property, and through strategic alliances. Pursuant to this plan, the Company has reduced its employment by approximately 30 people, will curtail substantially all of its external research programs and cut back portions of its marketing efforts. The Company will maintain manufacturing, selling and internal research and development activities. 2 The guarantors are currently supporting the Company in its plan by supplying working capital in accordance with the plan and not exercising their rights to immediate repayment of the note. The guarantors could withdraw their support at any time and demand immediate repayment of the note. Since the Company currently has no significant cash reserves available, such action would likely force the Company to file for reorganization or liquidation in bankruptcy. Such action would also likely cause the Company to immediately cease all operations. As previously announced by Oncormed Inc., Gene Logic Inc. completed its acquisition of Oncormed on September 28, 1998. In connection therewith, Oncor received approximately 420,000 shares of Gene Logic common stock which are subject to certain previously disclosed 60-day transfer prohibitions and 12- month restrictions and are pledged under the note. The closing price of Gene Logic stock was $4.00 per share on September 29, 1998. Separately, R. James Danehy announced that he has elected not to become Chief Executive Officer of Oncor before year-end, as had been previously expected and reported. Danehy intends to remain as Vice Chairman of the Board of Directors. Jose Coronas will continue as the Chairman of the Board of Directors of the Company. Oncor develops, manufactures and markets gene-based test systems and related products for use in the detection and management of cancer and other human disease. Additional information may be obtained at http://www.oncor.com. This press release contains statements of a forward-looking nature regarding future events. These statements are only predictions and actual events may differ materially. Please refer to documents that Oncor files from time to time with the Securities and Exchange Commission (including the Company's Form 10-Q filed on August 14, 1998) for a discussion of certain factors that could cause actual results to differ materially from those contained in the forward-looking statements. # # # EX-99.2 3 PRESS RELEASE DATED OCTOBER 2, 1998 1 Exhibit 99.2 PRESS RELEASE - ------------------------------------------------------------------------------ FOR FURTHER INFORMATION CONTACT: ONCOR, INC. Jose Coronas, 209 Perry Parkway Chairman and Acting CEO Gaithersburg, MD 20877 Cecil Kost, (301) 963-3500 President and COO Fax (301) 926-6129 John Coker email: ir@oncor.com Chief Financial Officer - ------------------------------------------------------------------------------ FOR IMMEDIATE RELEASE ONCOR, INC. ANNOUNCES INDEFINITE TRADING HALT BY THE AMERICAN STOCK EXCHANGE GAITHERSBURG, MARYLAND -- OCTOBER 2, 1998 . . . ONCOR, INC. (AMEX: ONC) announced today that, in light of the information contained in its September 30th press release, the American Stock Exchange ("AMEX" or the "Exchange") has advised the Company that trading has been halted in the Company's Common Stock and that the trading halt will continue indefinitely. The Company had previously announced that it had received a notice from the Exchange expressing AMEX's intention to proceed with the filing of an application with the Securities and Exchange Commission to remove the Company's shares of common stock from listing and registration on the Exchange. The Company has previously announced its intention to appeal the decision of the Exchange to de-list its shares. The Company opposes the indefinite trading halt imposed by the American Stock Exchange and is considering its remedies and alternatives. There can be no assurance that trading in the Company's Common Stock will resume on the AMEX or any other exchange or quotation service. As previously reported, due to its history of losses and other related factors, the Company continues to be below certain guidelines for continuing listing of its common stock on the Exchange. The Company is also considering alternative public markets. Any alternative public markets or exchanges that may be available to the Company likely would provide substantially less liquidity and market support for the shareholders of the Company and materially and adversely affect the ability, if any, of the Company to raise additional equity capital in the future. Oncor develops, manufactures and markets gene-based test systems and related products for use in the detection and management of cancer and other human disease. Additional information may be obtained at http://www.oncor.com. This press release contains statements of a forward-looking nature regarding future events. These statements are only predictions and actual events may differ materially. Please refer to documents that Oncor files from time to time with the Securities and Exchange Commission 2 (including the Company's Form 10-Q filed on August 14, 1998) for a discussion of certain factors that could cause actual results to differ materially from those contained in the forward-looking statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----