-----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, SZACIz8xc2ObarpNpiEH5625O8W34H7OqwiA8bZgHof5giCFc5GJBeJCG7lDZ2OH rS4hn08Cu8hdpXGIRWTkLA== 0000912057-01-007446.txt : 20010312 0000912057-01-007446.hdr.sgml : 20010312 ACCESSION NUMBER: 0000912057-01-007446 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010309 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENCHIRA BIOTECHNOLOGY CORP CENTRAL INDEX KEY: 0000895677 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 043078857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21130 FILM NUMBER: 1565324 BUSINESS ADDRESS: STREET 1: 4200 RESEARACH FOREST DR CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: 2813646142 MAIL ADDRESS: STREET 1: 4200 RESEARCH FOREST DR CITY: THE WOODLANDS STATE: TX ZIP: 77381 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY BIOSYSTEMS CORP DATE OF NAME CHANGE: 19940204 8-K 1 a2041127z8-k.txt 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 9, 2001 ENCHIRA BIOTECHNOLOGY CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-21130 04-3078857 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 4200 RESEARCH FOREST DRIVE THE WOODLANDS, TEXAS 77381 (Address of principal executive offices and zip code) (281) 419-7000 (Registrant's telephone number, including area code) ================================================================================ ITEM 5. OTHER EVENTS On March 9, 2001, Enchira Biotechnology Corporation (the "Company") issued a press release announcing that it received an unfavorable ruling in its arbitration with Maxygen Inc. regarding its License and Development Agreement with Maxygen dated May 19, 1997. The press release is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein. ITEM 7. EXHIBITS Exhibit 99.1 -- Press Release dated March 9, 2001. 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. ENCHIRA BIOTECHNOLOGY CORPORATION Date: March 9, 2001 By: /s/ Paul G. Brown, III ---------------------------- Paul G. Brown, III Vice President, Finance and Administration and Chief Financial Officer EX-99.1 2 a2041127zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: BMC Communications/Trout Group Enchira Biotechnology Corporation Brad Miles x17 (for media inquiries) Paul G. Brown, III Jonathan Fassberg x16 Chief Financial Officer (for investor inquiries) (281) 364-6140 (212) 477-9007 ENCHIRA LOSES ARBITRATION WITH MAXYGEN COMPANY BELIEVES ARBITRATOR'S RULING INCONSISTENT WITH PATENT OFFICE ACTION THE WOODLANDS, TX -- MARCH 9, 2001 -- Enchira Biotechnology Corporation (NASDAQ: ENBC) announced today that it received an unfavorable ruling from the arbitrator, retired Federal Judge Charles Renfrew, in its arbitration proceeding with Maxygen, Inc. of Redwood City, California (NASDAQ: MAXY). Judge Renfrew's opinion found that Enchira breached several provisions of the License and Development Agreement (the Agreement) dated May 19, 1997 with Maxygen with respect to Enchira's RACHITT(TM) and high throughput screening technologies, but Judge Renfrew did not specify a remedy at this time. Judge Renfrew directed the parties "to meet and confer to see if they can arrive at an agreement as to the appropriate remedy." In the event the parties cannot reach an agreement, the parties will reappear before Judge Renfrew, who will then make a remedial determination. "We are disappointed with the outcome of the arbitration and disagree with Judge Renfrew's decision," said Peter Policastro, Enchira's President and Chief Executive Officer. "Indeed, we believe Judge Renfrew's decision is internally inconsistent and rests on incorrect holdings on issues more appropriately decided by the United States Patent and Trademark Office (PTO). In fact, the PTO recently has reached a diametrically opposite decision in its examination of Enchira's RACHITT(TM) patent application. We intend to pursue every avenue to reverse Judge Renfrew's decision, but, in the meantime, we intend to fully comply with his instructions to seek a quick resolution with Maxygen as to the remedy for our alleged breach of the agreement." Judge Renfrew's decision was the result of an arbitration initiated by Maxygen in April 2000 arising out of its collaboration with Enchira under the Agreement that was terminated in 1998. Maxygen claimed that Enchira's alleged breach of the Agreement enabled it to develop its RACHITT(TM) and high throughput screening technologies. Enchira denied from the outset that it had breached the Agreement, and it continues to assert that it independently developed its RACHITT(TM) technology after the collaboration ended. Additional information about Enchira is available at its web site: http://www.enchira.com. THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING BUT NOT LIMITED TO, THE ABILITY TO RAISE ADDITIONAL FUNDS ON ACCEPTABLE TERMS, THE TECHNICAL UNCERTAINTY AND RISKS ASSOCIATED WITH COMMERCIALIZATION OF THE COMPANY'S TECHNOLOGY, THE MARKET ACCEPTANCE OF THE COMPANY'S TECHNOLOGY, THE COMPANY'S DEPENDENCE ON COLLABORATION PARTNERS, COMPETITION, AND THE ABILITY TO ENFORCE AND DEFEND THE COMPANY'S PATENTS AND PROPRIETARY TECHNOLOGIES. SHOULD ONE OR MORE OF SUCH RISKS AND UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE INDICATED IN SUCH FORWARD-LOOKING STATEMENTS. FOR A DISCUSSION OF SUCH RISKS AND ASSUMPTIONS, SEE "RISK FACTORS" INCLUDED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999. SOURCE: Enchira Biotechnology Corporation # # # -----END PRIVACY-ENHANCED MESSAGE-----