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
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