-----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, Hx13F8320WpWVL6bdxLSRITdSmHy7SwLwjAoJSN+yMv8HwqKAORJCK7f/xrA19cB gkhM8sIinWnUj5lYwrPoaA== 0000898430-99-003626.txt : 19990922 0000898430-99-003626.hdr.sgml : 19990922 ACCESSION NUMBER: 0000898430-99-003626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990920 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTEIN POLYMER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000858155 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330311631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19724 FILM NUMBER: 99714596 BUSINESS ADDRESS: STREET 1: 10655 SORRENTO VALLEY RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195586064 MAIL ADDRESS: STREET 1: 10655 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 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: September 20, 1999 PROTEIN POLYMER TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-19724 33-0311631 (State or other jurisdiction of (Commission (IRS Employer Identification No.) incorporation or organization) File Number)
10655 Sorrento Valley Road San Diego, California 92121 (Address of Principal Executive Offices) (Zip Code) (619) 558-6064 (Registrant's telephone number, including area code) ================================================================================ Item 5. Other Events. ------------ On September 20, 1999 Protein Polymer Technologies, Inc. (the "Company"), (NASDAQ-PPTI) received notification from the Nasdaq Listing Qualifications Panel that the panel had determined to delist the Company's common stock from quotation on The Nasdaq Stock Market effective with the close of business, September 20, 1999, due to the Company's failure to meet the net tangible assets and minimum bid price maintenance criteria for continued listing. The Company's common stock may be eligible to trade on the OTC Bulletin Board. Rule 15c2-11 under the Exchange Act specifies certain information that broker-dealers are required to maintain regarding securities traded in the over-the-counter markets. An exemption from Rule 15c2-11 has been granted under certain circumstances to permit a broker-dealer, without having the information specified by Rule 15c2-11, to publish in, or submit for publication in, a quotation medium, quotations for a security immediately after such security has been delisted from The Nasdaq Stock Market. In addition, as a consequence of the delisting, the Company's common stock may become subject to regulation as a "penny stock." The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price or exercise price less than $5.00 per share, subject to certain exceptions, including listing on the Nasdaq SmallCap Market. If no other exception applies, the Company's common stock may become subject to the SEC's Penny Stock Rules, Rule 15g-1 through Rule 15g-9 under the Exchange Act. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker- dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the penny stock rules may restrict the ability of broker-dealers to sell the Company's securities and may affect the ability of holders to sell these securities in the secondary market and the price at which such holders can sell any such securities. Rule 15g-9 under the Exchange Act imposes additional sales practice requirements on broker-dealers who sell such securities except in transactions exempted from such rule. Such exempt transactions include those meeting the requirements of Rule 505 or 506 of Regulation D promulgated under the Securities Act and transactions in which the purchaser is an institutional accredited investor or an established customer of the broker-dealer. On September 15, 1999 the Company also completed a subsequent closing of a private placement of its Series G Convertible Preferred Stock ("Series G Preferred Stock") with a small group of accredited and institutional investors. Together with the initial closing previously announced on August 17, 1999, PPTI received approximately $2.1 million, less approximately $120,000 in estimated expenses.. Each share of Series G Preferred Stock was priced at $100 per share and can be converted at any time by the holder into common stock at conversion price of $0.50 per share, subject to certain antidilution adjustments. Each share of Series G Preferred Stock also received a common stock warrant, exercisable for 12 months, that allows the holder to acquire 200 shares of PPTI common stock at an exercise price of $0.50 per share. No underwriters were engaged by the Company in connection with such issuance and, accordingly, no underwriting discounts were paid. The offering is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and met the requirements of Rule 506 of Regulation D promulgated under the Securities Act. The Series G Preferred Stock, warrants and underlying common stock have not been registered under the Securities Act of 1933, as amended, and may -1- not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The proceeds will enable the Company to begin human clinical testing scheduled to begin this fall of the Company's lead product, an injectable treatment for female stress urinary incontinence. Item 7. Financial Statements and Exhibits. --------------------------------- Exhibit Number Description of Document - -------------- ----------------------- 99.1 Press Release of the Registrant dated September 21, 1999. -2- SIGNATURE --------- 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. Date: September 20, 1999 PROTEIN POLYMER TECHNOLOGIES, INC. By: /s/ J. Thomas Parmeter ---------------------------- J. Thomas Parmeter Chief Executive Officer -3- INDEX TO EXHIBITS
Exhibit Number Description of Document Page Number - -------------- ----------------------- ----------- 99.1 Press Release of the Registrant dated September 21, 1999. 5
-4- EX-99.1 2 PRESS RELEASE OF THE REGISTRANT EXHIBIT 99.1 PROTEIN POLYMER TECHNOLOGIES, INC. FOR IMMEDIATE RELEASE CONTACTS: J. Thomas Parmeter President Janis Neves Director of Finance (619) 558-6064 info@ppti.com - ------------- DELISTING OF PROTEIN POLYMER COMMON STOCK FROM QUOTATION ON THE NASDAQ STOCK MARKET SAN DIEGO, SEPTEMBER 21, 1999 - Protein Polymer Technologies, Inc. (NASDAQ-PPTI) reports today that it received notification from the Nasdaq Listing Qualifications Panel that the panel had determined to delist the Company's common stock from quotation on The Nasdaq Stock Market effective with the close of business yesterday, September 20, 1999, due to the Company's failure to meet the net tangible assets and minimum bid price maintenance criteria for continued listing. The Company's common stock may be eligible to trade on the OTC Bulletin Board. Rule 15c2-11 under the Exchange Act specifies certain information that broker-dealers are required to maintain regarding securities traded in the over-the-counter markets. An exemption from Rule 15c2-11 has been granted under certain circumstances to permit a broker-dealer, without having the information specified by Rule 15c2-11, to publish in, or submit for publication in, a quotation medium, quotations for a security immediately after such security has been delisted from The Nasdaq Stock Market. In addition, as a consequence of the delisting, the Company's common stock may become subject to regulation as a "penny stock." The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price or exercise price less than $5.00 per share, subject to certain exceptions, including listing on the Nasdaq SmallCap Market. If no other exception applies, the Company's common stock may become subject to the SEC's Penny Stock Rules, Rule 15g-1 through Rule 15g-9 under the Exchange Act. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker- dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Rule 15g-9 under the Exchange Act imposes additional sales practice requirements on broker-dealers who sell such securities except in transactions exempted from such rule. Such exempt transactions include those meeting the requirements of Rule 505 or 506 of Regulation D promulgated under the Securities Act and transactions in which the purchaser is an institutional accredited investor or an established customer of the broker-dealer. -1- The Company has completed a subsequent closing of a private placement of its Series G Convertible Preferred Stock with a small group of accredited and institutional investors. Together with the initial closing previously announced on August 17, 1999, PPTI received approximately $2.1 million. Each share of Series G Preferred Stock was priced at $100 per share and can be converted at any time by the holder into common stock at conversion price of $0.50 per share, subject to certain antidilution adjustments. Each share of Series G Preferred Stock also received a common stock warrant, exercisable for 12 months, that allows the holder to acquire 200 shares of PPTI common stock at an exercise price of $0.50 per share. The Series G Preferred Stock, warrants and underlying common stock have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The proceeds will enable the Company to begin human clinical testing scheduled to begin this fall of the Company's lead product, an injectable treatment for female stress urinary incontinence. Protein Polymer Technologies, Inc., a San Diego based biotechnology company, has developed a protein-based technology platform that allows creation of new biomaterials which target multiple applications in biomedical markets. The different classes of biocompatible polymers developed by PPTI have been genetically engineered to enable cell growth, promote the regeneration of tissue, bond to synthetic surfaces and resorb into tissue at controlled rates. Targeted applications include tissue adhesives and sealants, tissue augmentation, wound healing, and drug delivery vehicles. This press release may contain forward-looking statements that are based on management's expectations. Actual results could differ materially from those expressed here; further, the Company is not obligated to comment specifically on those differences. Risks associated with the Company's activities include raising adequate capital to continue operations, scientific and product development uncertainties, competitive products and approvals, and manufacturing scale-up. The reader is encouraged to refer to the Company's 1998 Annual Report on Form 10-KSB, and recent filings with the Securities and Exchange Commission, copies of which are available from the Company, to further ascertain the risks associated with the above statements. PPTI's press releases are on the internet at www.ppti.com or on PR ------------ Newswires's Company News On Call at http://www.prnewswire.com and can be ------------------------- received via Fax on Demand at (800) 758-5804 extension 721876. -2- -----END PRIVACY-ENHANCED MESSAGE-----