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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) February 29, 1996
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TECHNICLONE INTERNATIONAL CORPORATION
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(Exact name of Registrant as specified in its charter)
California 0-17085 95-3698422
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
14282 Franklin Avenue, Tustin, California 92680
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 838-0500
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 24
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS
On February 29, 1996, TECHNICLONE INTERNATIONAL CORPORATION (the
"Registrant") entered into a Distribution Agreement (the "Distribution
Agreement") with BIOTECHNOLOGY DEVELOPMENT, LTD., a Nevada limited partnership
("Biotech") pursuant to which Biotech will market and distribute Registrant's
LYM-1 antibody technology in certain European countries and other countries in
Asia and Africa not covered by its existing License Agreement with Alpha
Therapeutic Corporation. Edward J. Legere, a director and major shareholder of
Registrant is the general partner of Biotech.
Under the Distribution Agreement, Biotech has made a cash payment of
$3,000,000 for the distribution rights granted under the Distribution
Agreement. Registrant retains the manufacturing rights and has agreed to sell
the LYM-1 product to Biotech at the same price it sells LYM-1 to Alpha
Therapeutic.
Registrant intends to use the proceeds acquired under the Distribution
Agreement to develop its other technologies including Tumor Necrosis
Technologies ("TNT") and Vasopermeation Enhancement.
In connection with the Distribution Agreement, Registrant has entered
into an Option Agreement pursuant to which Registrant would have the option to
buy back the distribution rights granted under the Distribution Agreement at
any time during the next thirty months (913 days). The purchase price for the
purchase of the distribution rights depends upon when the option to purchase is
exercised.
ITEM 7. EXHIBITS
EXHIBIT NO. DESCRIPTION
10.1 Distribution Agreement dated February 29, 1996 between
Biotechnology Development, Ltd. and Registrant.
10.2 Option Agreement dated February 29, 1996 by and between
Biotechnology Development, Ltd. and Registrant.
99.1 Press Release dated March 6, 1996.
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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 thereunto duly authorized.
TECHNICLONE INTERNATIONAL
CORPORATION
Date: March 4, 1996 By: /s/ R.C. SHEPARD
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R.C. Shepard
Assistant Secretary
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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10.1 Distribution Agreement dated February 29, 1996 5
between Biotechnology Development, Ltd.
and Registrant.
10.2 Option Agreement dated February 29, 1996 by 20
and between Biotechnology Development, Ltd.
and Registrant.
99.1 Press Release dated February 6, 1996 24
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