-----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, KTmy22vBizA8LlSEhmad+iNoKCvcc+q5voppf8oj5i3xU2KSvKEz2FgCazLXpUrq /YPncydt5McVXLRSyTEDvQ== 0000950135-99-003044.txt : 19990603 0000950135-99-003044.hdr.sgml : 19990603 ACCESSION NUMBER: 0000950135-99-003044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990517 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPHERE MEDICAL INC CENTRAL INDEX KEY: 0000919015 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 043216867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23678 FILM NUMBER: 99638989 BUSINESS ADDRESS: STREET 1: 111 LOCKE DR CITY: MALBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 5084816802 FORMER COMPANY: FORMER CONFORMED NAME: BIOSEPRA INC DATE OF NAME CHANGE: 19940215 8-K 1 BIOSPHERE MEDICAL 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 May 17, 1999 ------------------------------------------------ (Date of Report Date of earliest event reported) BioSphere Medical, Inc. ------------------------------------------------------ (Exact name of Registrant as Specified in its Charter) Delaware 0-23678 04-3216867 - ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 111 Locke Drive, Marlborough, MA 01752 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (508) 357-7500 -------------- BioSepra Inc. ------------------------------------------------------------ (Former Name or Former Address if Changed Since Last Report) - -------------------------------------------------------------------------------- 2 ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS On May 17, 1999, BioSphere Medical, Inc. (f/k/a BioSepra Inc.) ("BioSphere") announced that it had closed a transaction for the sale of certain assets to Life Technologies, Inc., a Delaware corporation ("Life Technologies"), pursuant to an Asset Purchase Agreement between Life Technologies and BioSphere, dated April 14, 1999. BioSphere sold to Life Technologies substantially all of BioSphere's assets and business (including any business conducted through subsidiaries) other than the assets and business of BioSphere and its subsidiaries relating to intracorporeal and "on-line" extracorporeal therapies or any autologous treatment and Life Technologies assumed certain liabilities of BioSphere. The purchase price paid by Life Technologies to BioSphere was $12.1 million in cash subject to adjustment based upon a closing balance sheet, of which $1.0 million shall be held in an escrow account to cover possible claims for indemnification made by Life Technologies. The purchase price was determined as a result of arms length negotiation. To the best knowledge of BioSphere, neither BioSphere, any affiliate, director, officer nor associate of any director or officer of BioSphere has any material relationship with Life Technologies. ITEM 5: OTHER EVENTS On May 17, 1999, BioSphere filed a Certificate of Amendment to its Certificate of Incorporation with the State of Delaware changing its name from BioSepra Inc. to BioSphere Medical, Inc. ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) Pro Forma Financial Information It is impractical to provide the required financial statements at the time of filing of the Current Report on form 8-K. Required pro forma financial statements will be filed on a Form 8-K/A as soon as practicable after the date hereof, but no later than July 31, 1999. (c) Exhibits See Exhibit Index attached hereto. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. June 1, 1999 BIOSPHERE MEDICAL, INC. /s/ Philip V. Holberton -------------------------------- Philip V. Holberton Chief Financial Officer 1 3 EXHIBIT INDEX Number Description - ------ ----------- (2.1) Asset Purchase Agreement between BioSphere Medical, Inc. (f/k/a BioSepra Inc.), a Delaware corporation, and Life Technologies, Inc., a Delaware corporation, dated May 17, 1999 * (2.2) Cross License Agreement between BioSphere Medical, Inc. (f/k/a BioSepra Inc.), a Delaware corporation, and Life Technologies, Inc., a Delaware corporation, dated May 17, 1999.** (2.3) Supply Agreement between BioSphere Medical, Inc. (f/k/a BioSepra Inc.), a Delaware corporation, and BioSepra S.A., a French societe anonyme, and a wholly owned subsidiary of Life Technologies, Inc., a Delaware corporation, dated May 17, 1999.** (99.1) Press Release dated May 17, 1999 (99.2) Press Release dated May 18, 1999 - -------------------------------------- * Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 1999. ** Will be filed on 8-K/A within 60 days. 2 EX-99.1 2 PRESS RELEASE DATED MAY 17, 1999 1 Exhibit 99.1 NEWS RELEASE ------------ Contacts: Jean-Marie Vogel President and Chief Executive Officer (508) 357-7535 John M. Carnuccio President, Medical Business (508) 357-7508 Philip V. Holberton Chief Financial Officer (508) 357-7608 BIOSPHERE MEDICAL, INC. LAUNCHED BY BIOSEPRA WITH PROCEEDS FROM SALE OF BUSINESS MARLBOROUGH, Mass., May 17, 1999 - BioSepra Inc. (OTC Bulletin Board: BSEP) announced today that it has completed the sale of its chromatography business to Life Technologies, Inc. (OTC Bulletin Board: LTEK) and that it has changed its name to BioSphere Medical, Inc. to reflect its new business strategy. Jean-Marie Vogel, president and CEO of BioSepra said, "With the proceeds from this sale, we launched BioSphere Medical, Inc., an exciting new medical device company." He added, "Although we are entering an entirely new business arena, we are doing so based on a platform that we understand very well, microsphere technology. In our medical device applications, small uniform beads impart therapeutic benefit when used to control blood flow to hypervascularized tumors and diseased or damaged blood vessels. Initially, we will focus our efforts on a major unmet medical need in women's health -- the non-surgical treatment of uterine fibroids. An estimated 200,000 surgical procedures are performed each year to treat fibroids in the U.S. Our product is already approved and on the market in Europe for use in embolizing hypervascularized tumors, arteriovenous malformations and hemostasis." Mr. Vogel concluded, "By changing not only our business strategy but our name, we are sending the message to the business community that this is a new beginning for a company known as BioSphere Medical, Inc. Look for us under the trading symbol BSMD." 2 This press release contains forward-looking statements that involve risks and uncertainties. Among the important factors that could cause actual events to differ materially from those indicated by forward-looking statements in this release are the failure of the Company to achieve or maintain neccessary regulatory approvals, either in the United States or internationally, with respect to the manufacture and sale of its products, to successfully develop and commercialize the Embosphere(R) technology for uterine fibroid embolization and other applications, to provide patent and other proprietary protection for the Company's products and to garner the necessary U.S. regulatory approvals for such technology; the absence of, or delays and cancellations of, product orders; the delay in the introduction of new products; competitive pressures; the inability of the Company to raise additional funds, if needed, to finance the development, marketing and sale of its products; general economic conditions; as well as risk factors detailed in the periodic reports filed by the Company with the Securities and Exchange Commission. #### EX-99.2 3 PRESS RELEASE DATED MAY 18, 1999 1 Exhibit 99.2 NEWS RELEASE ------------ Contacts: Jean-Marie Vogel Chairman (508) 357-7535 John M. Carnuccio President and Chief Executive Officer (508) 357-7508 Philip V. Holberton Chief Financial Officer (508) 357-7608 BIOSPHERE MEDICAL NAMES FORMER BOSTON SCIENTIFIC EXECUTIVE TO HEAD NEW COMPANY MARLBOROUGH, Mass., May 18, 1999 - BioSphere Medical, Inc. (OTC Bulletin Board: BSMD) today announced the appointment of John M. Carnuccio as president and chief executive officer succeeding Jean-Marie Vogel, who will continue to serve as chairman of the board of directors. In commenting on this change, Mr. Vogel said, "Yesterday we announced the sale of our business, the change of our name from Biosepra to BioSphere Medical, and the investment of the proceeds from the sale into Biosphere Medical's new medical device business. We have named John M. Carnuccio, an experienced and respected executive, to the position of president and CEO. His track record as vice president and general manager of the Microvasive Urology Division of Boston Scientific demonstrates that he knows how to launch and grow a medical device business." Mr. Carnuccio said, "This is an exciting opportunity for me. It gives me the chance to bring a powerful technology to the needs of a new market I know well and, in the process, create value for our shareholders. We will initially focus our microsphere technology on the embolization market, with a strategic focus on treating uterine fibroids. Our Embosphere* Microspheres product, already on the market in Europe, is used for treating arteriovenous malformations, hypervascularized tumors and hemostasis. We are building on that clinical experience as a basis for seeking approval to market the product in the U.S." 2 He continued, "In the case of uterine fibroids, the standard of care for these tumors is surgery, often involving hysterectomies. Each year, an estimated 180,000-200,000 such procedures are performed in the U.S. alone. Worldwide, the market for uterine fibroid embolization is much larger." Mr. Carnuccio added, "Embosphere Microspheres is a technology platform that has other potential medical applications. We are currently exploring several of these." Mr. Carnuccio concluded, "As I take up my new responsibility, it's comforting to have an experienced staff, a solid financial foundation and a strong board of directors headed by Jean-Marie Vogel, the architect of this strategic metamorphosis." This press release contains forward-looking statements that involve risks and uncertainties. Among the important factors that could cause actual events to differ materially from those indicated by forward-looking statements in this release are the failure of the Company to achieve or maintain necessary regulatory approvals, either in the United States or internationally, with respect to the manufacture and sale of its products, to successfully develop and commercialize the Embosphere(R) technology for uterine fibroid embolization and other applications, to provide patent and other proprietary protection for the Company's products and to garner the necessary U.S. regulatory approvals for such technology; the absence of, or delays and cancellations of, product orders; the delay in the introduction of new products; competitive pressures; the inability of the Company to raise additional funds, if needed, to finance the development, marketing and sale of its products; general economic conditions; as well as those risk factors detailed in the periodic reports filed by the Company with the Securities and Exchange Commission. #### -----END PRIVACY-ENHANCED MESSAGE-----