-----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, S1bgdn2l1Ln+nCHTFSQOFzyrc2zoVMuMoBLascH9QzZGjwXMLyTMtuFF4Yo8beMu MrdPPplBjV86GCItHgKj7A== 0000910484-99-000015.txt : 19990403 0000910484-99-000015.hdr.sgml : 19990403 ACCESSION NUMBER: 0000910484-99-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990312 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZONAGEN INC CENTRAL INDEX KEY: 0000897075 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 760233274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21198 FILM NUMBER: 99585504 BUSINESS ADDRESS: STREET 1: 2408 TIMBERLOCH PL STREET 2: B-4 CITY: WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813675892 MAIL ADDRESS: STREET 1: 2408 TIMBERLOCH PLACE B-4 CITY: THE WOODLANDS STATE: TX ZIP: 77380 8-K 1 ZONAGEN, INC. FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM 8-K Current Report Filed Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 1999 ZONAGEN, INC. (Exact name of registrant as specified in its charter) Delaware 0-21198 76-0233274 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation or organization)
2408 Timberloch Place, Suite B-4 The Woodlands, Texas 77380 (Address of principal executive offices and zip code) (281) 719-3400 (Registrant's telephone number, including area code) ------------------------------------ ================================================================================ Item 5. Other Events On March 18, 1999, Zonagen, Inc. issued a press release which announced the sale of the assets of its wholly owned subsidiary Fertility Technologies, Inc., a Massachusetts corporation, to Sage BioPharma, Inc., a Delaware corporation. The press release is filed as an exhibit to this Current Report on Form 8-K pursuant to Rule 135c under the Securities Act of 1933, as amended. Item 7. Exhibits Exhibit 99.1 -- Press Release -2- 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. ZONAGEN, INC. Date: March 23, 1999 By: /s/ Joseph S. Podolski --------------------- Joseph S. Podolski President and Chief Executive Officer -3- EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 Contact: Jean Anne Mire Investor Relations Zonagen, Inc. (281) 719-3491 ZONAGEN ANNOUNCES SALE OF FERTILITY TECHNOLOGIES SUBSIDIARY TO SAGE BIOPHARMA The Woodlands, TX, March 18, 1999 -- Zonagen, Inc. (Nasdaq: ZONA; Pacific: ZNG) today announced it has completed the sale of substantially all of the assets of its wholly owned subsidiary, Fertility Technologies, Inc. (FTI) to SAGE BioPharma, Inc., a subsidiary of Counsel Corporation (Nasdaq: CXSNF: TSE: CXS). FTI markets and distributes a variety of diagnostics, devices, media and instruments required in Assisted Reproductive Technique (ART) procedures. Zonagen's core business is developing and commercializing innovative drug products that address conditions associated with the reproductive system, according to Joseph S. Podolski, president and chief executive officer of Zonagen, Inc. "Through FTI we have gained knowledge about the fertility marketplace, however, FTI, which is primarily a service and distribution business, represents a small business opportunity for Zonagen. We believe it is more important to concentrate our efforts and resources on our drug development program, which is already yielding exciting new developments. During the past year alone, we submitted our first New Drug Application (NDA), we began clinical trials of Vasofem in women, and added key management personnel to our clinical, regulatory and business development departments." Zonagen, Inc. is engaged in the development of pharmaceutical products for the reproductive system, including sexual dysfunction, urology, contraception and infertility. A copy of this press release may be obtained via facsimile by dialing 1-888-329-0920 or via the Internet by accessing www.zonagen.com Any statements that are not historical facts contained in this release are forward looking statements that involve risks and uncertainties, including but not limited to those relating to the uncertainties related to the Company's early stage of development, clinical trial results and FDA approval in the U.S. and approval of regulatory authorities in other jurisdictions, substantial dependence on one product, history of operating losses, future capital needs and uncertainty of additional funding, uncertainty of protection for patents and proprietary technology, litigation, governmental regulation, limited sales and marketing experience and dependence on collaborators, manufacturing uncertainties and reliance on third parties, competition and technological change, product liability and availability of insurance, and other risks identified in the Company's Annual Report on Form 10-K for the year ended December 31, 1998, as filed with the Securities and Exchange Commission. # # # -4- -----END PRIVACY-ENHANCED MESSAGE-----