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):
August 31, 2005
MACROCHEM CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-13634 04 2744744
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(State or other (Commission file number) (IRS employer
jurisdiction of identification number)
incorporation
or organization)
110 HARTWELL AVENUE, LEXINGTON, MASSACHUSETTS 02421-3134
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 862-4003
N/A
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(Former name or former address, if changed since last report)
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
At the direction of its board of directors, MacroChem Corporation is
discontinuing all research and product development activities. The Company will
seek to sell the business or its assets. As previously announced, the Company
has been evaluating strategic alternatives, such as raising additional capital
or a merger or acquisition, a sale of the Company or a sale or licensing of its
intellectual property. To date, the Company has been unable to identify a
satisfactory strategic alternative.
On August 31, 2005, the Company terminated substantially all its non-management
personnel. The Company expects to incur a charge of approximately $350,000 in
the quarter ending September 30, 2005 in connection with these terminations and
the discontinuation of research and product development activities. Of this
amount, approximately $121,000 is attributable to one-time termination costs,
approximately $166,000 is attributable to the discontinuation of research and
product development activities and approximately $63,000 is attributable to
related general and administrative operations. The Company is currently
discussing with its executive officers the restructuring of the Company's
contractual obligations to those officers to reduce expenses.
The Company intends to attempt to sell the business or its intellectual property
and other operating assets as soon as possible. There is no assurance that these
efforts will be successful or that there will be any assets remaining to be
distributed to stockholders. The Company believes that it has sufficient
resources to fund expenses for the next three months in connection with its
efforts to sell the business or its assets.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release.
SIGNATURE
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.
MACROCHEM CORPORATION
Dated: September 7, 2005 By: /s/ Bernard R. Patriacca
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Name: Bernard R. Patriacca
Title: Vice President, Chief
Financial Officer and
Treasurer
EXHIBIT INDEX
The following exhibits are filed herewith:
99.1 Press Release.