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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):
August 21, 1998
T CELL SCIENCES, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 0-15006 13-3191702
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
119 Fourth Street, Needham, MA 02494
(Address of principal executive offices and zip code)
(781) 433-0771
(Registrant's telephone number, including area code)
Item 5. Other Events
On August 21,1998, T Cell Sciences, Inc. (the "Company") issued the press
release (attached as Exhibit 99.1 to this Current Report on Form 8-K) announcing
the consummation of the merger of TC Merger Corp., a wholly-owned subsidiary of
the Company, with and into Virus Research Institute, Inc.
T Cell Sciences, Inc. is a biopharmaceutical company engaged in the
discovery and development of innovative drugs using novel applications of
immunology to prevent and treat cardiovascular, pulmonary and immune disorders.
The Company develops and commercializes products on a proprietary basis and in
collaboration with pharmaceutical partners, including Novartis Pharma AG, Astra
AB and Yamanouchi Pharmaceutical Co., Ltd.
Virus Research Institute, Inc. ("VRI") is engaged in the discovery and
development of systems for the delivery of vaccines and immunotherapeutics, and
improved and novel vaccines for adults and children. VRI is developing a
portfolio of proprietary vaccine delivery systems designed to improve the
efficacy, lower the cost of administration and improve patient compliance for a
variety of vaccine products. VRI and its collaborators currently are applying
VRI's vaccine delivery systems to develop vaccines for the prevention of
influenza, Lyme disease, respiratory syncytial virus and H. pylori infections.
VRI has entered into long-term collaboration agreements with Pasteur Merieux
Connaught, Pasteur Merieux-OraVax and CSL, Ltd. pursuant to which they may
utilize VRI's vaccine delivery systems in developing a number of vaccines.
During 1997, VRI entered into a collaboration with SmithKline Beecham for the
development and commercialization of VRI's oral rotavirus vaccine. VRI is also
developing its own proprietary vaccine, utilizing antigens licensed exclusively
by VRI, for the virus causing genital herpes, HSV2. In addition, VRI has
acquired the exclusive license to Therapore(TM), a novel delivery system for the
delivery of immunotherapeutics for chronic viral infections and cancers.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press release announcing the consummation of the merger of TC
Merger Corp., a wholly-owned subsidiary of T Cell Sciences,
Inc., with and into Virus Research Institute, Inc.
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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.
Dated: August 21, 1998 T CELL SCIENCES, INC.
By: /s/ Norman W. Gorin
---------------------------------------
Norman W. Gorin
Chief Financial Officer and Secretary
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Exhibit Index
Exhibit No. Description
99.1 Press release announcing the consummation of the merger of TC
Merger Corp., a wholly-owned subsidiary of T Cell Sciences,
Inc., with and into Virus Research Institute, Inc.
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Exhibit 99.1
FOR IMMEDIATE RELEASE/AUGUST 21, 1998
Una S. Ryan, Ph.D. Paula R. Freeman
President and Chief AVANT Immunotherapeutics, Inc.
Executive officer 781-433-0771
AVANT Immunotherapeutics, Inc. info@avantimmune.com
781-433-0771
T CELL SCIENCES, INC. AND VIRUS RESEARCH INSTITUTE, INC.
MERGER APPROVED BY SHAREHOLDERS
--New Company, AVANT Immunotherapeutics, will have Four Products in
Clinical Development and Five Strategic Alliances--
NEEDHAM, MA and CAMBRIDGE, MA, August 21, 1998 -- T Cell Sciences, Inc. (Nasdaq:
TCEL) and Virus Research Institute Inc. (Nasdaq: VRII) jointly announced today
that they have received shareholder approval for the merger of the two
companies. The integrated company combines T Cell's immunological expertise with
VRI's vaccine technologies and therapeutic delivery systems. The new company,
AVANT Immunotherapeutics, Inc., will have a broad line of products that fight
disease by harnessing the immune system, including four products in clinical
trials.
"We are very pleased with the completion of the merger with Virus Research
Institute," said Una S. Ryan, Ph.D., President and Chief Executive Officer of T
Cell Sciences. "In line with the commitment of both companies to maximize
shareholder value, we believe the strategic partnership formed through the
merger positions AVANT to be a world leader in immunotherapeutics. AVANT will
have five established alliances with major pharmaceutical companies and multiple
opportunities for forming new partnerships."
AVANT Immunotherapeutics will be traded on the Nasdaq stock market as of August
24, 1998, under the symbol "AVAN." Una S. Ryan, Ph.D., will be President and
Chief Executive Officer of AVANT and J. Barrie Ward, Ph.D., will be Executive
Chairman of the Board of AVANT which has 80 employees and will be headquartered
in Needham, Massachusetts.
Additional information on AVANT Immunotherapeutics, Inc. can be obtained through
the Company's site on the World Wide Web: http://www.avantimmune.com, which will
be available on Monday, August 24, 1998.
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T CELL SCIENCES, INC. AND VIRUS RESEARCH INSTITUTE, INC. MERGER
APPROVED BY SHAREHOLDERS
AUGUST 21, 1998
Page 2
J. Barrie Ward, Ph.D., Chairman and Chief Executive Officer of Virus Research
Institute comments, "AVANT's broad pipeline of products, four of which are
undergoing clinical development together with our partners, address unmet market
needs in the areas of transplantation, cancer, cardiovascular, infectious and
autoimmune diseases. In addition, the Company has a strong technology base and
emerging pipeline."
Under the terms of the merger agreement, T Cell will issue 1.55 shares of T Cell
Common Stock and 0.2 warrants for each share of VRI Common Stock. Based on this
exchange ratio, T Cell and VRI shareholders will own approximately 66% and 34%
of AVANT, respectively. Each warrant represents the right to purchase a share of
T Cell Common Stock for $6.00 per share and will expire on August 24, 2003.
AVANT Immunotherapeutics, Inc. is engaged in the discovery, development and
commercialization of products that harness the human immune response to prevent
and treat disease. The Company's lead therapeutic program is focused on
compounds that inhibit the inappropriate activity of the complement cascade
which is a vital part of the body's immune defense system. The Company is also
engaged in the research and development of Therapore(TM), a novel system for the
delivery of immunotherapeutics for chronic viral infections and certain cancers.
The Company and its collaborators are developing vaccines utilizing the
Company's proprietary vaccine delivery systems for the prevention of influenza,
Lyme disease, respiratory syncytial virus (RSV) and H.pylori infections. In a
further collaboration, the Company is developing an oral human rotavirus
vaccine, and is developing its own proprietary vaccines for the management of
atherosclerosis and for the prevention of genital herpes.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995: This release includes forward-looking statements which reflect AVANT's
current views with respect to future events and financial performance. The words
"believe," "expect," "anticipate," and similar expressions identify
forward-looking statements. Investors should not rely on forward- looking
statements because they are subject to a variety of risks, uncertainties, and
other factors that could cause actual results to differ materially from those
expressed in any such forward-looking statements. These factors include, but are
not limited to: (1) the ability to successfully complete development and
commercialization of products, including the scope and results of preclinical
and clinical testing; (2) the ability to successfully complete product research
and further development including animal, pre-clinical and clinical studies; (3)
changes in existing and potential relationships with corporate collaborators;
(4) the time, cost and uncertainty of obtaining regulatory approvals; (5) the
ability to obtain substantial additional funding; (6) the ability to develop and
commercialize products before competitors; and (7) other factors detailed from
time to time in filings with the Securities and Exchange Commission.
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