-----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, HSRyxpuyK5YNKG3PvkVZXc0/2WsgmhVziiSMlNROQa6ivAta0XAbhylyGGyGcT0M pegOyOtaIBdVFHra+P5BMw== /in/edgar/work/20000526/0000892712-00-000088/0000892712-00-000088.txt : 20000919 0000892712-00-000088.hdr.sgml : 20000919 ACCESSION NUMBER: 0000892712-00-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000517 ITEM INFORMATION: FILED AS OF DATE: 20000526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPHIDIAN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000872947 STANDARD INDUSTRIAL CLASSIFICATION: [8731 ] IRS NUMBER: 391661164 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13835 FILM NUMBER: 644867 BUSINESS ADDRESS: STREET 1: 5445 E CHERYL PKWY CITY: MADISON STATE: WI ZIP: 53711 BUSINESS PHONE: 6082710878 MAIL ADDRESS: STREET 1: OPHIDIAN PHARMACEUTICALS INC STREET 2: 5445 EAST CHERYL PARKWAY CITY: MADISON STATE: WI ZIP: 53711 8-K 1 FORM 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 Date of Report (Date of earliest event reported): May 17, 2000 Ophidian Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 333-33219 39-1661164 (State, or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5445 East Cheryl Parkway, Madison, Wisconsin 53711 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (608) 271-0878 INFORMATION TO BE INCLUDED IN THE REPORT Item: 5. Other Events. - SEE ATTACHED EXHIBITS 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. Ophidian Pharmaceuticals, Inc. ------------------------------ (Registrant) Date: 05/26/2000 /s/ Donald L. Nevins ----------------------------- Donald L. Nevins Vice President-Finance EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated May 19, 2000. 99.2 Press Release dated May 26, 2000. EX-99.1 2 Exhibit 99.1 Contact: Donald L. Nevins, CFO RELEASED 8:12 A. M., 05/19/00 Ophidian Pharmaceuticals, Inc. Phone 608.271.0878 x108 Fax 608.277.2395 E-mail dnevins@ophd.com Ophidian Taking Actions to Conserve Cash May 19, 2000 (Madison, Wisconsin) Ophidian Pharmaceuticals, Inc. (Nasdaq SmallCap Market - OPHD; the Pacific Exchange, Inc. - OPD) announced that it's board of directors is evaluating options and it is taking actions to conserve the company's cash resources. The board is concerned that new development capital may not be raised quickly enough to support its current operating level. The company is considering options to reduce expenses by curtailing or discontinuing various activities, including product development, clinical trials and prototype manufacturing. The board wishes to direct the company's current resources to the marketing of its technology and manufacturing assets. This would represent a change of business focus from its historic drug development strategy. Ophidian was founded in 1989 to discover, develop, and manufacture pharmaceuticals using antibodies from hen eggs. Since then the company has focused on the development of products for infectious and inflammatory diseases of the intestinal tract. The lead product, for Clostridium difficile-associated disease, is in Phase II clinical testing. As previously announced, patient enrollment in this trial has been slower than expected, increasing the development costs and extending the timeline for the drug. To support its development programs, the company has constructed pilot manufacturing facilities capable of producing antibody and other products for clinical and commercial use. The company believes that new financing required to carry on these activities at present levels is unlikely to be received prior to the exhaustion of the company's current cash reserves. The company's discovery programs have produced numerous patents and other intellectual property covering the manufacture, formulation and use of therapeutic antibodies. The company expects to direct remaining resources to realize value from these assets. This document may contain certain forward-looking statements based on current management expectations. There are certain key factors that could cause future results to differ from those anticipated by management. Such factors include, but are not limited to, technical risks associated with the development of new products, the continued progress of clinical trials of the company, the company's ability to continue to establish collaborative agreements with third parties, the competitive environment of the biotechnology and pharmaceutical industries, and general economic conditions. Additional information on potential factors that could affect the company's financial results are included in the company's prospectus dated May 7, 1998, and other reports filed with the Securities and Exchange Commission. ### EX-99.2 3 Exhibit 99.2 Contact: Douglas Stafford, CEO RELEASED 9:00 A. M., 05/26/00 Ophidian Pharmaceuticals, Inc. Phone 608.271.0878 x107 Fax 608.277.2395 E-mail stafford@ophd.com Ophidian Suspends Research and Product Development Operations May 26, 2000 (Madison, Wisconsin) Ophidian Pharmaceuticals, Inc. (Nasdaq SmallCap Market - OPHD; the Pacific Exchange, Inc. - OPD) today announced that its board of directors has directed management to suspend laboratory, product development and related operations of the company. This action was taken to allow the company to focus its resources on the marketing and business development of its intellectual property and manufacturing assets and was prompted by the company's continued cash shortage. The company's workforce is now reduced by 18 full time employees by termination or resignation including Dr. Joseph Firca, Vice President of Research and Development and Mr. Donald Nevins, Chief Financial Officer. Dr. Douglas Stafford, the company's president and chief executive officer and five additional employees remain with the company. The company is focused on finding a merger partner, development partner, or one or more purchasers of its assets. The company believes its numerous patents and other intellectual properties covering the manufacture, formulation and use of therapeutic antibodies, as well as its manufacturing assets, could have significant value. The company has received preliminary indications of interest concerning several potential business arrangements. This press release may contain certain forward-looking statements based on current management expectations. There are certain key factors that could cause future results to differ from those anticipated by management. Such factors include, but are not limited to, the salability of the company's assets, the amount of cooperation from creditors, the amount of interest shown by potential buyers of the company's assets and the company's ability to obtain necessary approvals or consents. Additional information on potential factors that could affect the company's financial results are included in the company's prospectus dated May 7, 1998, and other reports filed with the Securities and Exchange Commission. This document may contain certain forward-looking statements based on current management expectations. There are certain key factors that could cause future results to differ from those anticipated by management. Such factors include, but are not limited to, technical risks associated with the development of new products, the continued progress of clinical trials of the company, the company's ability to continue to establish collaborative agreements with third parties, the competitive environment of the biotechnology and pharmaceutical industries, and general economic conditions. Additional information on potential factors that could affect the company's financial results are included in the company's prospectus dated May 7, 1998, and other reports filed with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----