- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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):
April 16, 2007
AVANT IMMUNOTHERAPEUTICS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-15006 13-3191702
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
119 Fourth Avenue
Needham, Massachusetts 02494-2725
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(781) 433-0771
- --------------------------------------------------------------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Item 2.05. Costs Associated with Exit or Disposal Activities.
On April 16, 2007, AVANT Immunotherapeutics, Inc. (the "Company") issued a press
release announcing its planned restructuring activities to reduce ongoing
operational costs, following an extensive review of its operations and cost
structure. The restructuring aims to increase the focus of the Company's
resources upon key programs and core operational capabilities and lower the
Company's overall cost structure.
The restructuring, which will be implemented over the next few months, will
result in a workforce reduction of approximately 30%. The Company expects to
reduce its overall cost structure by approximately 18% over the next two years.
The Company estimates that the workforce reduction charge will be approximately
$1 million, which includes termination and retention benefits. There are no
incremental future cash expenditures associated with these obligations.
A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Forward-Looking Statements
Except for any historical information contained herein, the matters discussed in
this current report on Form 8-K are forward-looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from those predicted by such forward-looking statements. These risks also
include the risks detailed from time to time in the Company's publicly filed
documents, including the Company's Annual Report on Form 10-K for the year ended
December 31, 2006. The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events
or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
99.1 AVANT Immunotherapeutics, Inc. Press Release, dated
April 16, 2007
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, thereunto duly authorized.
AVANT IMMUNOTHERAPEUTICS, INC.
Dated: April 16, 2007 By: /s/ Avery W. Catlin
-------------------------------------
Avery W. Catlin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
The following designated exhibit is furnished herewith:
Exhibit
Number Description of Exhibit
99.1 AVANT Immunotherapeutics, Inc. Press Release, dated
April 16, 2007
EXHIBIT 99.1
AVANT Restructures Organization to Focus Resources
on Core Programs and Operations
NEEDHAM, Mass.--(BUSINESS WIRE)--April 16, 2007--AVANT
Immunotherapeutics, Inc. (NASDAQ: AVAN) today announced that it has
initiated planned restructuring activities to reduce ongoing
operational costs, following an extensive review of its operations and
cost structure. The restructuring aims to increase the focus of
AVANT's resources upon key programs and core operational capabilities
and lower the Company's overall cost structure.
"AVANT and its dedicated employees have made tremendous
contributions to pioneering vaccine research and the development of
important new vaccines that are being used today," said Una S. Ryan,
AVANT's president and chief executive officer. "This restructuring,
while painful, is important so we can focus our resources on those
programs that can create the greatest value for us."
The Company will concentrate its focus on building an enhanced
portfolio of viral and bacterial vaccines for global heath and
travelers around the Company's core technologies, as well as its
unique development and manufacturing capabilities. AVANT will continue
to support its key partners in their development programs, but will no
longer invest in biodefense R&D activities or support further clinical
trials of its CETi and TP-10 programs.
The restructuring, which will be implemented over the next few
months, will result in a workforce reduction of approximately 30%.
AVANT expects to reduce its overall cost structure by approximately
18% over the next two years. AVANT anticipates that it will exit from
its St. Louis-based research facility later this year and move all
essential research activities to its Needham, MA headquarters.
AVANT estimates that it will incur cash restructuring costs of
approximately $1 million, most of which will be reflected in its
operating results in the second and third quarters of 2007. The
Company has not determined if it will incur any contract termination
or non-cash impairment charges in connection with the restructuring.
About AVANT Immunotherapeutics, Inc.
AVANT Immunotherapeutics, Inc. discovers and develops innovative
vaccines and therapeutics that harness the human immune system to
prevent and treat disease. AVANT has three products on the market and
four of AVANT's products are in clinical development. AVANT's pipeline
includes products for travelers' vaccines, global health, and pandemic
flu needs based on AVANT's oral, rapid-protecting, single-dose and
temperature stable vaccine technology.
Additional information on AVANT Immunotherapeutics, Inc. can be
obtained through our site on the World Wide Web:
http://www.avantimmune.com.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: This release includes forward-looking statements
that are subject to a variety of risks and uncertainties and reflect
AVANT's current views with respect to future events and financial
performance. There are a number of important factors that could cause
the actual results to differ materially from those expressed in any
forward-looking statement made by AVANT. These factors include, but
are not limited to: (1) the integration of multiple technologies and
programs; (2) the ability to adapt AVANT's vectoring systems to
develop new, safe and effective orally administered vaccines against
anthrax and plague or other any other microbes used as bioweapons and
other disease causing agents; (3) the ability to successfully complete
development and commercialization of TP10, CETi-1, CholeraGarde(R)
(Peru-15), Ty800, ETEC E. coli vaccine, VLPs and other products and
AVANT's expectations regarding market growth; (4) the cost, timing,
scope and results of ongoing safety and efficacy trials of TP10,
CETi-1, CholeraGarde(R) (Peru-15), Ty800, ETEC E. coli vaccine and
other preclinical and clinical testing; (5) the ability to
successfully complete product research and further development,
including animal, pre-clinical and clinical studies of TP10, CETi-1,
CholeraGarde(R) (Peru-15), Ty800, ETEC E. coli vaccine and other
products; (6) the ability of AVANT to manage multiple late stage
clinical trials for a variety of product candidates; (7) our
expectations regarding our technological capabilities and expanding
our focus to broader markets for vaccines; (8) our expectations
regarding the cost of funding our development partnership with Select
Vaccines Limited for the influenza vaccine, the opportunity to extend
to other disease targets, and AVANT's ability to develop products
through this collaboration; (9) changes in existing and potential
relationships with corporate collaborators; (10) the availability,
cost, delivery and quality of clinical and commercial grade materials
supplied by contract manufacturers and partners; (11) the timing, cost
and uncertainty of obtaining regulatory approvals; (12) the ability to
develop and commercialize products before competitors that are
superior to the alternatives developed by competitors; (13) the
ability to retain certain members of management;(14) AVANT's
expectations regarding research and development expenses and general
and administrative expenses; (15) AVANT's expectations regarding cash
balances, capital requirements, anticipated royalty payments
(including those from Glaxo), revenues and expenses, including
infrastructure expenses; (16) our belief regarding the validity of our
patents and potential litigation; and (17) certain other factors that
might cause AVANT's actual results to differ materially from those in
the forward-looking statements include those set forth under the
headings "Business," "Risk Factors" and Management's Discussion and
Analysis of
Financial Condition and Results of Operations" in each of AVANT's
Annual Report on Form 10-K, its Quarterly Reports on Form 8-K, as well
as those described in AVANT's other press releases and filings with
the Securities and Exchange Commission, from time to time. You should
carefully review all of these factors, and you should be aware that
there may be other factors that could cause these differences. These
forward-looking statements were based on information, plans and
estimates at the date of this press release, and we do not promise to
update any forward-looking statements to reflect changes in underlying
assumptions or factors, new information, future events or other
changes.
CONTACT: AVANT Immunotherapeutics, Inc.
Una S. Ryan, Ph.D., 781-433-0771
President and CEO
or
Avery W. Catlin, 781-433-0771
Chief Financial Officer
info@avantimmune.com
or
For Media:
Kureczka/Martin Associates
Joan Kureczka, 415-821-2413
jkureczka@comcast.net