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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
AVANT Immunotherapeutics, Inc.
(f/k/a 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 2. Acquisition or Disposition of Assets
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On August 21, 1998, TC Merger Corp. ("TCMC"), a Delaware corporation
and a wholly-owned subsidiary of AVANT Immunotherapeutics, Inc. (f/k/a T Cell
Sciences, Inc.) (the "Registrant"), merged with and into Virus Research
Institute, Inc. ("VRI"), a Delaware corporation, pursuant to an Agreement and
Plan of Merger dated as of May 12, 1998 (the "Agreement") by and among the
Registrant, TCMC and VRI. VRI survived the merger as a wholly-owned subsidiary
of the Registrant.
In consideration, on August 21, 1998, the Registrant issued pursuant to
the Agreement: (i) 14,036,454 shares of its $.001 par value common stock (the
"Registrant's Common Stock") valued at approximately $28,072,908 million based
upon the closing price of the Registrant's Common Stock (Nasdaq: AVAN) on August
21, 1998 and (ii) 1,811,155 warrants (the "Warrants") to acquire 1,811,155
shares of the Registrant's Common Stock. The Warrants expire on August 21, 2003
and have an exercise price of $6.00 per share. Pursuant to the Agreement, the
Registrant also assumed 83,584 warrants (the "VRI Warrants") and 990,441 options
(the "VRI Options") to acquire shares of VRI's $.001 par value common stock. The
VRI Warrants are exercisable for 129,555 shares of the Registrant's Common Stock
and 16,717 Warrants. The VRI Options are exercisable for 1,535,184 shares of the
Registrant's Common Stock and 24,267 Warrants. The merger is being accounted for
as a purchase transaction.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired
The financial statements of VRI that would be required to be included
herein are not so included because they were previously reported by the
Registrant in its Registration Statement on Form S-4 (No. 333-59215) filed with
the Securities and Exchange Commission on July 16, 1998. See General Instruction
B(3) to Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial statements of VRI that would be required to be
included herein are not so included because they were previously reported by the
Registrant in its Registration Statement on Form S-4 (No. 333-59215) filed with
the Securities and Exchange Commission on July 16, 1998. See General Instruction
B(3) to Form 8-K.
(c) Exhibits
Exhibit No. Description
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2.1 The Agreement and Plan of Merger, dated as of May 12, 1998, by
and among the Registrant, TC Merger Corp. and VRI is
incorporated by reference to the Registration Statement on
Form S-4 filed with the Securities and Exchange Commission on
July 16, 1998 (Reg. No. 333-59215).
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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 28, 1998 AVANT Immunotherapeutics, Inc.
By: /s/ Norman W. Gorin
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Norman W. Gorin
Chief Financial Officer and Secretary
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