-----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, S+KG7bD/1WPRagSS909TG4kmKjV8Ekgvf13fX4XoQHL8YQJH5bYZ99ErZ+zqu0WJ UuGKeVm7JqwxTpYOObgWWQ== 0000950127-02-000109.txt : 20020414 0000950127-02-000109.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950127-02-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020205 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APHTON CORP CENTRAL INDEX KEY: 0000840319 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 953640931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19122 FILM NUMBER: 02527330 BUSINESS ADDRESS: STREET 1: PO BOX 1049 STREET 2: STE 51-507 CITY: WOODLAND STATE: CA ZIP: 95776 BUSINESS PHONE: 5306616077 MAIL ADDRESS: STREET 1: PO BOX 1049 STREET 2: STE 51-507 CITY: WOODLAND STATE: CA ZIP: 95776 8-K 1 a858044_8-k.txt CURRENT REPORT OF APHTON CORPORATION 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): February 5, 2002 Aphton Corporation - ------------------------------------------------------------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-19122 95-3640931 - -------------------------------------- ------------------------------------- ---------------------------------- (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Incorporation) Number) 444 Brickell Avenue, Suite 51-507, Miami, Florida 33131-2492 - ------------------------------------------------------------------------------------------------------------------------------------ (Address of principal executive offices) (zip code) (305) 374-7338 - ------------------------------------------------------------------------------------------------------------------------------------ (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------------------------------------------------------------ (Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS. On February 5, 2002, Aphton Corporation (the "Company") announced that the Company sold 1,345,000 shares of registered common stock at $12.70 per share for $17,081,500. UBS Warburg lead managed the transaction and Morgan Keegan & Company, Inc. acted as co-manager. The transaction is scheduled to close on Thursday, February 7, 2002. The proceeds of the financing will be used for general corporate purposes, including to fund the Company's on-going clinical trials and operations. A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such state. The Company is a biopharmaceutical company in one Phase III and three Phase II clinical trials developing products using its innovative vaccine-like technology for neutralizing hormones that participate in gastrointestinal system and reproductive system cancer and non-cancer diseases; and for the prevention of pregnancy. The Company has several strategic alliances including strategic alliances with Aventis Pasteur (NYSE:AVE) and GlaxoSmithKline (NYSE:GSK). ITEM 7. EXHIBITS. (c) Exhibits. 99.1 Text of Press Release of the Company dated February 5, 2002. 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. APHTON CORPORATION (Registrant) By: /s/ Frederick W. Jacobs ------------------------------------ Name: Frederick W. Jacobs Title: Vice President, Treasurer and Chief Accounting Officer Dated: February 5, 2002 EX-99.1 3 exh-99point1.txt NEWS RELEASE Exhibit 99.1 N E W S R E L E A S E APHTON ANNOUNCES SALE OF $17 MILLION OF COMMON STOCK February 5, 2002 Miami, FL - Aphton Corporation (Nasdaq: APHT) announced today that the Company sold 1,345,000 shares of registered common stock at $12.70 per share for $17,081,500. UBS Warburg lead managed the transaction and Morgan Keegan & Company, Inc. acted as co-manager. The transaction is scheduled to close on Thursday, February 7, 2002. The proceeds of the financing will be used for general corporate purposes, including to fund Aphton's on-going clinical trials and operations. A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such state. Aphton Corporation is a biopharmaceutical company in one Phase III and three Phase II clinical trials developing products using its innovative vaccine-like technology for neutralizing hormones that participate in gastrointestinal system and reproductive system cancer and non-cancer diseases; and for the prevention of pregnancy. Aphton has several strategic alliances including strategic alliances with Aventis Pasteur (NYSE: AVE) and GlaxoSmithKline (NYSE: GSK). Except for the historical information herein, the matters discussed herein are forward-looking statements that involve a number or risks and uncertainties and are not a guarantee of future performance. Future results may vary significantly based on a number of factors including, but not limited to, intellectual property risks, risks in regulatory and market acceptance of new products and continuing demand for same, the impact of competitive products and pricing, changing economic conditions and other risk factors that are inherent in the drug development process and the company's business including those set forth in Aphton's most recent 10-K and other filings with the Securities and Exchange Commission. It is not possible to predict or identify all such risk factors that could cause actual results to differ from expected or historical results. The company's actual results could differ from these forward-looking statements and the company undertakes no obligation to update publicly any forward-looking statement, except as may be required under applicable securities law. Contact: Aphton Corporation; Investor Relations, J.L. Whitmore, 305-374-7338. -----END PRIVACY-ENHANCED MESSAGE-----