-----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, QT1BNeHErbJEqlZ25XYgA2SVRT1BnKxG+HAcJtBc//d2l2d7Hq0Cu7QfxrEWNc76 6WFiHDI+LXY6c2gyN5ybhA== 0001104659-05-015919.txt : 20050411 0001104659-05-015919.hdr.sgml : 20050411 20050411152807 ACCESSION NUMBER: 0001104659-05-015919 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050405 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050411 DATE AS OF CHANGE: 20050411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISOLAGEN INC CENTRAL INDEX KEY: 0000357097 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870458888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31564 FILM NUMBER: 05743951 BUSINESS ADDRESS: STREET 1: 2500 WILCREST STREET 2: 5TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 713-780-4754 MAIL ADDRESS: STREET 1: 2500 WILCREST STREET 2: 5TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FINANCIAL HOLDING INC /DE DATE OF NAME CHANGE: 19960330 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FINANCIAL HOLDING INC /CO DATE OF NAME CHANGE: 19921008 FORMER COMPANY: FORMER CONFORMED NAME: VIDTOR COMMUNICATIONS INC DATE OF NAME CHANGE: 19920721 8-K 1 a05-6575_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

 

April 5, 2005

Date of Report (date of Earliest Event Reported)

 

ISOLAGEN, INC.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE

 

001-31564

 

87-0458888

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File No.)

 

(I.R.S. Employer Identification No.)

 

102 Pickering Way, Exton, Pennsylvania 19341

(Address of principal executive offices and zip code)

 

(484) 875-3099

 (Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed from last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

 

 



 

Item 1.01                                             Entry into a Material Definitive Agreement.

 

Effective April 5, 2005, Isolagen International SA, (“Isolagen International”) a wholly owned subsidiary of Isolagen, Inc. (“Isolagen”) entered into a Conditional Sale of Real Estate Agreement (“Sale Agreement”) with Ascom Favag SA to purchase a two-building, 100,000 square foot, five-acre facility in Bevaix, Canton of Neuchatel, Switzerland for $10 million, which purchase price was paid on April 7, 2005.

 

Item 2.03                                             Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

 

The information included in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 2.03 of this current report on Form 8-K.

 

Item 7.01                                             Regulation FD Disclosure

 

On April 6, 2005, Isolagen announced that it has acquired a two-building corporate campus in Bevaix, Canton of Neuchâtel, Switzerland for $10 million. The 100,000 square foot, five-acre facility was acquired from Ascom, a Swiss-based microelectronics and IT company.  It is anticipated that the renovated facility, which will serve Continental Europe, the Middle East, Africa and the Pacific Rim, will be operational by the end of 2006.  See Exhibit 99.1, which is specifically incorporated by reference herein, for further information.

 

Item 9.01                                             Financial Statements and Exhibits

 

(a)                                  Not applicable.

 

(b)                                 Not applicable.

 

(c)                                  Exhibits.

 

99.1                           Press release dated April 6, 2005

 

 

[THE SIGNATURE PAGE FOLLOWS.]

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ISOLAGEN, INC.

 

 

 

 

 

Date:    April 11, 2005

By:

/s/ Jeffrey Tomz

 

 

 

Chief Financial Officer

 

3


EX-99.1 2 a05-6575_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Wednesday, April 6, 2005, 1:00 AM EST

Press Release

 

SOURCE: Isolagen, Inc.

 

ISOLAGEN ACQUIRES ADDITIONAL EUROPEAN CELL PROCESSING FACILITY

 

Cell Processing Facility Will Increase Capacity for Global Delivery of the Isolagen Process

 

HOUSTON, TX – April 6, 2005 – Isolagen, Inc. (AMEX:ILE) announced today that it has acquired a two-building corporate campus in Bevaix, Canton of Neuchâtel, Switzerland for $10 million. The 100,000 square foot, five-acre facility was acquired from Ascom, a Swiss-based microelectronics and IT company.  It is anticipated that the renovated facility, which will serve Continental Europe, the Middle East, Africa and the Pacific Rim, will be operational by the end of 2006.

 

The total estimated cost of acquisition and renovation of the facility, including equipment to render it operational, is $25 million.  Isolagen will finance approximately $14 million of the purchase and renovation on very favorable terms including a low-interest loan guaranteed by the Swiss Confederation.  In addition, the Company obtained an attractive financial incentive package of government grants and a number of years of tax-free status.

 

The initial phase of development of Isolagen’s Neuchâtel campus will be to renovate a 70,000 sq. ft building on the property to accommodate the Company’s proprietary cell processing technology as well as regional executive offices. The second building on the campus has been leased to an existing tenant for five years. The campus can be further expanded to approximately 350,000 - 400,000 sq. ft. to fulfill future demand, without disruption to cell processing operations.

 

Completion of the initial phase of development is expected to increase capacity to service up to 50,000 procedures per year. To maximize capacity to this level, the Neuchâtel facility is expected to utilize the automated cellular expansion processes currently being developed by Isolagen.  Anticipated advances in cryogenic cell preservation are also expected to enable the company to serve broader geographic locations.

 

This site was selected for several reasons including the highly educated, multi-lingual workforce located near Neuchatel, which is in the heart of the Life Sciences and Biotech corridor between Geneva and Zurich.    Switzerland’s excellent transportation infrastructure makes travel to either city readily accessible (within one hour from Geneva and one and a half hours from Zurich).

 

“The acquisition of the Neuchâtel campus is the result of a comprehensive search for a facility capable of providing Isolagen with the logistical flexibility and scalability to expand our international operations,” said Frank DeLape, Chairman of Isolagen. “As the facility is renovated, we will continue to develop markets, build consumer demand and ensure regulatory

 



 

compliance for the Isolagen Process. We will develop market opportunities outside the U.K., such as Germany, Italy, Greece, Spain, France, Brazil, Korea and Hong Kong.”

 

“The Neuchâtel facility will be another cornerstone for the Company’s continued growth and development,” said Bob Bitterman, President and CEO of Isolagen, Inc. “This cell processing facility in Neuchâtel will provide Isolagen with the logistical flexibility and scalability to pursue development of at least eight other major markets during the next 18 months.”

 

Isolagen’s existing laboratory in London will continue to serve the U.K. market.  “We will apply what we have learned in the commercialization of the Isolagen Process in the U.K. as we prepare for the global expansion of commercialization of the Isolagen Process,” said Bob Sexauer, Vice President of Corporate Development for Isolagen.  “As additional treatment therapies are introduced, such as treatment for periodontal disease, we also anticipate that the Neuchâtel facility, once it is operational, can serve additional U.K. demand, since our facility in London is already operating at capacity.”

 

About Isolagen, Inc.

 

Isolagen specializes in the development and commercialization of autologous cellular therapies for soft and hard tissue regeneration. The Company’s product candidates are based on its proprietary Isolagen Process. Based on the accumulated experience of the Company through its retrospective study, clinical trials and treatment of patients in the United Kingdom, the Company believes that the Isolagen Process utilizes the patient’s own cells to create safe and effective therapies to treat the underlying cause of the patient’s condition. Autologous cellular therapy is the process whereby a patient’s own cells are extracted, allowed to multiply and then injected into the patient. Isolagen’s product candidates are designed to be minimally invasive and non-surgical.

 

#   #   #

 

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the federal securities laws. Information contained in forward-looking statements is based on current expectations and is subject to change, and actual results may differ materially from the forward-looking statements. Isolagen, Inc. does not undertake to update any such forward-looking statements or to publicly announce developments or events relating to the matters described herein.

 

Contacts

 

 

 

 

 

 

Isolagen UK/Europe

 

Isolagen USA

 

Isolagen

 

Développement

Media Relations

 

Media Relations

 

Investor Relations

 

Economique

Ranbir Sahota

 

Jennifer Fleishman

 

Kate McNeil

 

Alpaslan Korkmaz

Ruder Finn

 

Ruder Finn

 

Investor Relations Group

 

Canton De Neuchâtel (DEN)

+44 (207) 462 89 51

 

+1 (212) 593 6387

 

+1 (212) 825 3210

 

+41 32 889 68 23

rsahota@ruderfinn.co.uk

 

fleishmanj@ruderfinn.com

 

kmcneil@investorrelationsgroup.com

 

alpaslan.korkmaz@ne.ch

 


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