0000912057-01-534996.txt : 20011018 0000912057-01-534996.hdr.sgml : 20011018 ACCESSION NUMBER: 0000912057-01-534996 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011010 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011010 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: 1934 Act SEC FILE NUMBER: 000-21130 FILM NUMBER: 1756075 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 a2060889z8-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): OCTOBER 10, 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 (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) NUMBER) IDENTIFICATION NO.) 4200 RESEARCH FOREST DRIVE THE WOODLANDS, TEXAS 77381 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) (281) 364-6100 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ================================================================================ ITEM 5. OTHER EVENTS On October 10, 2001, Enchira Biotechnology Corporation (the "Company") issued a press release announcing that it received commitments from the holders of 70% of its outstanding shares of Series B Preferred Stock to convert their shares of Series B Preferred into shares of the Company's common stock at the current Series B conversion rate. In exchange for this conversion, the Company has committed to pay these Series B Preferred holders in cash all accrued but undeclared and unpaid dividends on the Series B Preferred to date. 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 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: October 10, 2001 By: /s/ PAUL G. BROWN, III --------------------------------------------- Paul G. Brown, III Vice President, Finance and Administration and Chief Financial Officer EX-99.1 3 a2060889zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACTS BMC Communications/Trout Group Enchira Biotechnology Corporation Brad Miles (media), ext. 17 Paul G. Brown, III Jonathan Fassberg (investors), ext. 16 Chief Financial Officer (212) 477-9007 (281) 364-6140 FOR IMMEDIATE RELEASE ENCHIRA GETS CONVERSION COMMITMENTS FROM SERIES B STOCKHOLDERS MOST OUTSTANDING SHARES OF SERIES B TO BE RETIRED THE WOODLANDS, TX - OCTOBER 10, 2001 - Enchira Biotechnology Corporation (NASDAQ: ENBC) announced today that it has received commitments from the holders of 70% of its outstanding shares of Series B Preferred Stock to convert their shares of Series B Preferred into shares of the Company's common stock at the current Series B Preferred conversion rate. In exchange for this conversion, the Company has committed to pay these Series B Preferred holders in cash all accrued but undeclared and unpaid dividends on the Series B Preferred to date. As a result, the Company will retire 215,000 shares of its Series B Preferred Stock. Only 92,700 shares of its Series B Preferred will remain outstanding following the completion of this conversion. The Company has committed to pay in cash an aggregate of $2,510,722 in accrued but undeclared and unpaid dividends and to issue 642,394 shares of its common stock. Dr. Peter Policastro, President and Chief Executive Officer of Enchira stated, "We are very pleased with the commitments we've received from the holders of our Series B Preferred Stock. These conversions remove a significant impediment to the Company's ability to raise funds in the future, and allow us to pursue several different options in order to achieve our objective of developing the proprietary kinase inhibitor-based anti-cancer drug candidates in our pipeline. As a result of the conversions, the Company has in excess of $6.3 million available for product development and working capital. This action, together with our recent news that Nasdaq has closed its delisting action against us, and the buy-back of 1,080,000 shares of our common stock at a discounted rate, provide us with an excellent opportunity to move forward toward our goals." Enchira Biotechnology Corporation is applying its proprietary Drug Candidate Optimization Platform(TM) to create new therapeutic proteins. The Company is focusing its efforts on protein kinases, which are involved in various cellular processes. Irregularities of these proteins have been implicated in many Human diseases, including cancer and other proliferative disorders. Of particular interest are certain protein tyrosine kinases (PTKs) and related receptor tyrosine kinases (RTKs) that regulate cell growth and proliferation and that have been implicated in the most malignant forms of cancer. Enchira is collaborating with researchers at the University of Texas M. D. Anderson Cancer Center and other institutions to create molecules that interfere with RTK activity. The Company has a number of molecules in its development pipeline. Additional information is available at the Company's website: WWW.ENCHIRA.COM. THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE COMPANY'S ABILITY TO RAISE ADDITIONAL CAPITAL AND DEVELOP ITS PRODUCT CANDIDATES, THAT ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING BUT NOT LIMITED TO, THE OUTCOME OF THE PENDING ARBITRATION WITH MAXYGEN, 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 SEC FILINGS. SOURCE: Enchira Biotechnology Corporation # # #