-----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, IeLdMjQxkD9/V6fztK4gTtAbWp+HHGKu7ZktF9E7AyWeSBHlJblghbLez+amiOwt Py6qXlDAYF4I16BIv/NV9w== 0001050502-08-000147.txt : 20080521 0001050502-08-000147.hdr.sgml : 20080521 20080521131452 ACCESSION NUMBER: 0001050502-08-000147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080516 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080521 DATE AS OF CHANGE: 20080521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCELR8 TECHNOLOGY CORP CENTRAL INDEX KEY: 0000727207 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 841072256 STATE OF INCORPORATION: CO FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31822 FILM NUMBER: 08851214 BUSINESS ADDRESS: STREET 1: 303 E 17TH AVE STREET 2: SUITE 108 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 3038638088 MAIL ADDRESS: STREET 1: 303 E 17TH ST STREET 2: SUITE 108 CITY: DENVER STATE: CO ZIP: 80203 FORMER COMPANY: FORMER CONFORMED NAME: HYDRO SEEK INC DATE OF NAME CHANGE: 19880802 8-K 1 accelr88k5-16.txt 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 Exchange Act of 1934 May 16, 2008 ------------------------------------------------- Date of Report (Date of earliest event reported): ACCELR8 TECHNOLOGY CORPORATION -------------------------------------------------- (Exact name of registrant as specified in charter) Colorado 0-11485 84-1072256 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 7000 North Broadway, Building 3-307, Denver, CO 80221 -------------------------------------------------------- (Address of principal executive offices) (303) 863-8808 ------------------------------------------------------ Registrant's telephone number, including area code: (Former name or former address, if changed since 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. Effective May 16, 2008, Accelr8 Technology Corporation (the "Accelr8") and Becton, Dickinson and Company ("BD") entered into a Research and Option Agreement (the "Agreement"). The Agreement provides for the establishment of a research program from the date of the Agreement until October 31, 2009 whereby BD will fund certain research work by Accelr8 relating to Accelr8's BACcel(TM) rapid pathogen diagnostics platform (the "BACcel Platform"). The research program includes mutually agreed upon milestones to support BD's product development planning. Under the terms of the Agreement, in connection with the research program, Accelr8 will receive certain periodic payments from BD between the date of the Agreement and July 1, 2009. The Agreement also grants BD an option to acquire for an upfront payment an exclusive license (the "Exclusive License") from Accelr8 for certain know-how and patent rights relating to the BACcel Platform. The Exclusive License also provides for the Company to receive royalty payments on worldwide sales. The Exclusive License contains certain diligence requirements for BD to develop and commercialize such products. If BD exercises the option but fails to meet certain terms of the Exclusive License, Accelr8 has the option to convert the Exclusive License to a non-exclusive license. If BD does not exercise the Exclusive License Accelr8 will receive a non-exclusive license from BD for certain intellectual property. Pursuant to the Agreement, from the date of the Agreement until October 31, 2009, Accelr8 agreed not to engage in or participate in any discussions or negotiations with parties other than BD for the joint development of, licensing of or intellectual property relating to the BACcel Platform. Unless earlier terminated pursuant to the terms of the Agreement, the Agreement shall terminate upon the Exclusive License Agreement or the non-exclusive license from BD to Accelr8 coming into effect. The foregoing is a summary of certain of the material terms of the Agreement and the Exclusive License and does not purport to be complete. Item 9.01 Financial Statements and Exhibits. Exhibit 99.1. Press Release dated May 20, 2008 regarding Research and Option Agreement 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. Date: May 21, 2008 ACCELR8 TECHNOLOGY CORPORATION By: /s/ Thomas V. Geimer -------------------------------------- Thomas V. Geimer, Chief Executive Officer EX-99.1 2 accelr88k5-16991.txt PRESS RELEASE Exhibit 99.1 Accelr8 and BD Sign Research and Licensing Option Agreement for Commercializing Accelr8's BACcel(a) Rapid Diagnostics Technology DENVER, Colo., May 20, 2008 - Accelr8 Technology Corporation (AMEX: AXK) announced today that it has signed an agreement with BD (Becton, Dickinson and Company) with respect to Accelr8's BACcel(a) rapid pathogen diagnostics platform. Under the agreement, BD will fund a research program at Accelr8 through September 30, 2009. The research program includes mutually agreed milestones to support BD's product development planning. BD has the option, during or at the conclusion of the research program, to exclusively license Accelr8's intellectual property in the field of infectious diseases diagnostics. Accelr8 would retain the right to commercialize its technology for other applications. The option, if exercised by BD, requires BD to pay an initial fee, as well as running royalties on covered products. The license further contains certain diligence requirements for BD to develop and commercialize such products. Under the license, BD will fund and conduct all product development, manufacturing, and marketing. This agreement follows a standstill agreement signed in December 2007. Since signing that agreement, Accelr8 placed research systems into two premier research institutions, Denver Health Medical Canter and Washington University in St. Louis (Barnes-Jewish Hospital). The two research centers have been conducting independent studies that confirm and extend Accelr8's internal research that the company presented at two leading scientific and medical conferences in 2007. "We are very pleased to enter into a formal relationship with BD to develop what Accelr8 believes will be the next major advance in infectious diseases diagnostics," said David Howson, Accelr8's president. "As industry leader in clinical microbiology, BD brings the tremendous resources and experience needed to introduce this potentially game-changing innovation to hospitals globally." "We also believe that this relationship offers our shareholders the best opportunity by avoiding the distraction, risk, and dilution of further fundraising," Howson continued. "The relationship assures that we can continue to focus on the core science and technology and collaborate with leading research institutions to build the case for clinical acceptance." About Accelr8 Accelr8 Technology Corporation (www.accelr8.com) is a developer of innovative materials and instrumentation for advanced applications in medical instrumentation, basic research, drug discovery, and bio-detection. Accelr8 is developing a rapid pathogen analysis and diagnostic platform, the BACcel(a) system, based on its innovative surface coatings, assay processing, and detection technologies. In addition, Accelr8 licenses certain of its proprietary technology for use in applications outside of Accelr8's own products. -----END PRIVACY-ENHANCED MESSAGE-----