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):
October 2, 1996
Innotech, Inc.
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(exact name of registrant as specified in its charter)
Delaware 0-27746 54-1560349
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(State or other (Commission (IRS Employee
jurisdiction File No.) Identification No.)
of incorporation)
5568 Airport Road, Roanoke, Virginia 24012
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(Address of principal executive offices) (Zip code)
Registrant's telephone no., including area code: (540) 362-2520
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TOTAL NUMBER OF PAGES: 4
Item 5. Other Events.
On October 2, 1996, the Registrant announced that it
had entered into a letter of intent (the "Letter of Intent")
dated August 28, 1996, with Prism Ophthalmics, L.L.C., a Virginia
limited liability company ("Prism"), and its equity owners,
providing for, among other things: (a) the purchase of a warrant
(the "Warrant") by the Registrant to acquire 150,000 units of
Prism (representing 15% of the outstanding units) and (b) the
purchase of an option (the "Option") to purchase all of the
outstanding equity interests of Prism. Prism is a newly formed
entity which owns a United States patent and has filed United
States applications for lenses which are surgically implanted in
the eye and are designed to improve central field loss, a leading
cause of blindness.
The purchase price for the Warrant is $1,165,000, and
it is exercisable at any time on or before December 31, 2001, at
an exercise price of $0.001 per unit. The Warrant will contain
certain anti-dilution provisions as well as provisions relating
to preemptive rights and piggy-back registration rights. The
purchase price for the Option is $400,000 and, if exercised, will
require the additional payment of $5,000,000 for the acquisition
by the Registrant of the outstanding equity interests of Prism.
The purchase price for the Warrant and the Option will be paid to
Prism and is intended to be used by Prism for development and
commercialization of Prism's proprietary technology.
The Registrant proposes to enter into an option
agreement (the "Option Agreement") with Prism and its equity
owners, providing for the grant of the Option to the Registrant
which will be exercisable at any time on or prior to the earlier
of: (a) 30 days after satisfaction of certain conditions to be
specified in the Option Agreement, provided that such date shall
be no earlier than the first anniversary of the date the Option
Agreement or (b) the third anniversary of the date of the Option
Agreement. The $5,000,000, payable upon exercise of the Option,
may be increased by any earnings before interest, taxes and
depreciation of Prism accruing over a specified period of time
ending prior to the date of any exercise of the Option. In the
event of a breach of or default under the Option Agreement by
Prism or any of its equity owners, the Registrant shall have the
right to acquire all the intellectual property of Prism,
including all patents and patent applications and other rights
relating to its principal products, for an amount equal to the
lesser of: (a) $5,000,000 or (b) an amount determined by
arbitration taking into account the deterioration in value of
such intellectual property as a result of such breach or default.
Amitava Gupta, Ph.D., the Executive Vice President,
Engineering, Research and Development and a director of the
Registrant, and his wife are the owners of approximately 46% of
the outstanding units of Prism.
The Registrant is currently negotiating definitive
agreements with Prism and its equity owners to reflect the
foregoing terms with respect to the Warrant and the Option. In
connection therewith, the Letter of Intent which, by its terms,
was to terminate on September 30, 1996, has been extended by
agreement of the parties until October 14, 1996.
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.
INNOTECH, INC.
(Registrant)
Date: October 10, 1996 /s/ Ronald D. Blum
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Ronald D. Blum
Chairman of the Board and
Chief Executive Officer