-----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, UHmnns31u0goludJJe7h1FDQpJFy8rP22S8rjSrwiSp7m7iqowNuwX7as4eBE7hN Ixhtc+FWfaccE7cWbU5s9Q== 0000950123-96-006326.txt : 19961111 0000950123-96-006326.hdr.sgml : 19961111 ACCESSION NUMBER: 0000950123-96-006326 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960913 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961108 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONCOGENE SCIENCE INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15190 FILM NUMBER: 96657436 BUSINESS ADDRESS: STREET 1: 106 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553 BUSINESS PHONE: 5162220023 MAIL ADDRESS: STREET 1: 106 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553-3649 8-K 1 FORM 8-K 1 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 Date of Report (Date of earliest event reported): September 13, 1996 ONCOGENE SCIENCE, INC. ------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-15190 13-3159796 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 106 Charles Lindbergh Blvd., Uniondale, NY 11553 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (516) 222-0023 -------------- 2 ITEM 5. OTHER EVENTS (a) CHANGES IN PERSONNEL AT MANAGEMENT AND BOARD LEVELS. In news releases on September 13 and 18, 1996, Oncogene Science, Inc. ("Oncogene Science" or the "Company") announced certain personnel changes in management and on its board of directors. The information related to these changes set forth in the Company's news releases dated September 13 and 18, 1996, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, is incorporated herein by reference. (b) ACQUISITION OF ASTON MOLECULES LIMITED. On September 19, 1996, the Company completed the acquisition of all the outstanding capital stock of Aston Molecules Limited ("Aston"), a privately held United Kingdom company, in exchange for approximately 284,000 shares of the Company's common stock. In connection with the acquisition, the Company issued rights exercisable at the end of three and five years following the closing date (for an aggregate exercise price of $7,500) to obtain a number of shares of the Company's common stock having an aggregate value of $750,000 (based on the then current market value). In addition, the Company entered into employment agreements with certain of Aston's executives and scientific personnel and granted stock options covering an aggregate of 125,000 shares of its common stock to such persons. The information related to this acquisition set forth in the Company's news release dated September 19, 1996, a copy of which is attached hereto as Exhibit 99.3, is incorporated herein by reference. (c) FORWARD LOOKING STATEMENTS Matters and subject areas discussed or incorporated by reference in this report that are not historical or current facts deal with potential future circumstances and developments, and as such, are forward looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally, and such discussion may materially differ from the Company's actual future experience involving any one or more of such matters and subject areas. Examples of this are the statements contained in the second and third paragraphs of the Company's September 19, 1996 news release (Exhibit 99.3 to this report) relating to certain expected results of the Company's acquisition of Aston. Certain factors may arise in the future that prevent the realization of these results, including, without limitation, difficulty in integrating Aston's operations, which are located in the United Kingdom, into the Company's operations. The statements regarding the Aston acquisition, as well as all statements in this report that deal with potential future circumstances and developments, are also subject generally to other risks and uncertainties that are described from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission. -2- 3 ITEM 7. EXHIBITS 99.1 News Release dated September 13, 1996 99.2 News Release dated September 18, 1996 99.3 News Release dated September 19, 1996 -3- 4 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. ONCOGENE SCIENCE, INC. By:/s/ Robert L. Van Nostrand ------------------------------------------ Robert L. Van Nostrand, Vice President, Finance and Administration Dated: November 7, 1996 5 EXHIBIT INDEX 99.1 News Release dated September 13, 1996 99.2 News Release dated September 18, 1996 99.3 News Release dated September 19, 1996 EX-99.1 2 NEWS RELEASE DATED SEPTEMBER 13, 1996 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Matthew D. Haines Director, Corporate Communications (516) 222-0023 E-mail: mhaines@oncogene.com ONCOGENE SCIENCE, INC. ANNOUNCES MANAGEMENT CHANGES UNIONDALE, NEW YORK, September 13, 1996 -- Gary E. Frashier, Chief Executive officer of Oncogene Science, Inc. (NASDAQ:ONCS), today announced several management changes: Colin Goddard, Ph.D., has been elected Executive Vice President and Chief Operating Officer, with overall responsibility for the operational management of the Company. Dr. Goddard previously served as Vice President, Research Operations. Arthur M. Bruskin, Ph.D., has been promoted to the position of Senior Vice President, reporting to the Chief Operating Officer, with responsibility for drug discovery, including all collaborations and most proprietary programs. Dr. Bruskin will also assume many of the scientific responsibilities of Dr. J. Gordon Foulkes, who has served as Chief Scientific Officer and a member of the Board of Directors, and who is leaving to join a private start-up company. Steve M. Peltzman will continue as President and member of the Board of Directors and will continue to be responsible for finance and administration, clinical development, and the Company's diagnostic business. Dr. Goddard, Dr. Bruskin, and Mr. Peltzman, along with Robert L. Van Nostrand, Vice President, Finance and Administration, will serve on the Corporate Management Committee, which is chaired by Mr. Frashier. Oncogene Science is a biopharmaceutical company utilizing proprietary technology to discover and develop drugs for the treatment of human diseases associated with abnormalities of cellular control, including cancer, virology, diabetes and atherosclerosis. ### NOTE: Additional information on Oncogene Science is available on the internet at http://www.oncogene.com. EX-99.2 3 NEWS RELEASE DATED SEPTEMBER 18, 1996 1 EXHIBIT 99.2 FOR IMMEDIATE RELEASE CONTACT: Matthew D. Haines Director, Corporate Communications (516) 222-0023 E-mail: mhaines@oncogene.com ONCOGENE SCIENCE APPOINTS DARYL K. GRANNER, M.D. TO BOARD OF DIRECTORS UNIONDALE, NEW YORK, September 18, 1996 -- Oncogene Science, Inc. (NASDAQ:ONCS) announced today that Daryl K. Granner, M.D., has been appointed to the Company's Board of Directors. Dr. Granner is currently Professor and Chairman of the Department of Molecular Physiology and Biophysics, Vanderbilt University, Nashville, Tennessee. He replaces Walter M. Miller, who recently resigned from Oncogene Science's 10-member Board of Directors. Dr. Granner, age 59, is a noted expert and has published extensively in the areas of gene transcription and diabetes. He is currently Director of the Molecular Endocrinology Training Program, Director of the Diabetes Research and Training Center, and Interim Director of the Division of Diabetes, Department of Medicine, Vanderbilt University. Since 1992, he has served as a consultant to Oncogene Science. "We are very pleased to have Dr. Granner join the Company's Board of Directors," stated Gary E. Frashier, Chief Executive Officer of Oncogene Science. "His experience and expertise will be invaluable as the Company pursues its strategic goals and drug development programs. We also wish to express our thanks to Walter Miller for his years of dedicated service," he concluded. Oncogene Science is a biopharmaceutical company utilizing proprietary technology to discover and develop drugs for the treatment of human diseases associated with abnormalities of cellular control, including cancer, virology, diabetes and atherosclerosis. ### NOTE: Additional information on Oncogene Science is available on the internet at http://www.oncogene.com. EX-99.3 4 NEWS RELEASE DATED SEPTEMBER 19, 1996 1 EXHIBIT 99.3 FOR IMMEDIATE RELEASE CONTACT: Matthew D. Haines Director, Corporate Communications (516) 222-0023 E-mail: mhaines@oncogene.com ONCOGENE SCIENCE ADDS COMBINATORIAL AND MEDICINAL CHEMISTRY RESOURCES WITH ACQUISITION OF ASTON MOLECULES, LTD. UNIONDALE, NEW YORK, September 19, 1996 -- Oncogene Science, Inc. (NASDAQ:ONCS) announced today that it has acquired all of the shares of Aston Molecules, Ltd., a leading provider of discovery and pharmaceutical development services to the worldwide pharmaceutical industry, for approximately 284,000 shares of Oncogene science common stock. Under terms of the agreement Aston Molecules will become a wholly-owned subsidiary of Oncogene Science, Inc. Its operations and personnel will be maintained at its present site in Birmingham, UK. Dr. John Slack, Managing Director of Aston Molecules, Ltd., will remain as Managing Director of the Aston Molecules subsidiary and will assume the additional title of Divisional Vice President, Oncogene Science, Inc. "The acquisition of Aston Molecules adds another important piece in our mission to become a fully integrated drug discovery company with significant chemistry resources being added to our drug discovery and development programs," stated Gary E. Frashier, Chief Executive Officer of Oncogene Science. "The combinatorial chemistry technologies developed by Aston Molecules will add further to our ability to optimize lead compounds identified in the Company's live cell-based high throughput screening systems." "The combination of Aston Molecules and Oncogene Science will result in a powerful, in- house capability to support and enhance Oncogene Science's drug discovery and development programs," stated Dr. Slack. - more - 2 Since February, 1994, Oncogene Science and Aston Molecules have collaborated on medicinal chemistry projects, including combinatorial chemistry projects to rapidly analog leads emerging from Oncogene Science's proprietary high throughput screening technology. Dr. Eric Collington, formerly a head of chemistry at Glaxo, UK, will direct a chemistry team that will continue the development of combinatorial chemistry for the generation of small molecule libraries used in both screening and lead optimization. Dr. Collington, Research Director of Aston Molecules, will assume the additional title of Divisional Vice President of Chemistry, Oncogene Science, Inc. The pharmaceutical development services that Aston Molecules provides to the industry will continue to be led by Dr. Charmaine Quaterman, who has been promoted to Director of Pharmaceutical Development. Oncogene Science is a biopharmaceutical company utilizing proprietary technology to discover and develop drugs for the treatment of human diseases associated with abnormalities of cellular control, including cancer, virology, diabetes and atherosclerosis. ### NOTE: Additional information on Oncogene Science is available on the internet at http://www.oncogene.com. -----END PRIVACY-ENHANCED MESSAGE-----