SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): SEPTEMBER 17, 2002
AMERICAN BIOGENETIC SCIENCES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
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(STATE OF JURISDICTION OF INCORPORATION)
0-19041 11-2655906
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(COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NO.)
1375 AKRON STREET, COPIAGUE, NEW YORK 11726
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
631-789-2600
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 3. Bankruptcy or Receivership.
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On September 19, 2002, American Biogenetic Sciences, Inc. (the "Company")
filed a voluntary petition under chapter 7 of title 11 of the United States Code
("Chapter 7") in the United States Bankruptcy Court for the Eastern District of
New York (the "Bankruptcy Court") (Case No. 02-86689 CISB). The Company has
ceased operations. Under Chapter 7, a trustee has been appointed to liquidate
the Company's assets for the benefit of the Company's creditors. The Company
does not expect that there will be any amounts available for distribution to the
Company's stockholders.
Item 5. Other Events.
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(a) On September 17, 2002, Alfred J. Roach, Chairman of the Board of
Directors and Chief Executive Officer of the Company, loaned $75,000 to the
Company pursuant to a Term Promissory Note payable on December 31, 2002, subject
to acceleration in certain instances, including the commencement of the Chapter
7 proceeding discussed in Item 3 above. Collection of the Term Promissory Note
has been stayed upon the commencement of the Chapter 7 proceeding.
The Term Promissory Note is secured by the Company's (i) United States
application for the trademark "TpP" and United States Trademark Registration for
the trademark "FiF," (ii) various United States and foreign patents and patent
applications related to the Company's 45J and MH1 antibodies and (iii) certain
fibrin and fibrinogen reactive monoclonal antibody producing cell lines derived
from the fusion of Immunized B cells developed by the Company.
(b) Each officer either resigned or was terminated as an officer and
employee, and all of the directors of the Company resigned, effective with the
close of business on September 20, 2002.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
Exhibit No. Description
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4.1 Term Promissory Note dated September 17, 2002 issued by
the Company in favor of Alfred J. Roach.
4.2 Trademark Collateral Assignment and Security Agreement
dated September 17, 2002 by and between the Company and
Alfred J. Roach.
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4.3 Patent Collateral Assignment and Security Agreement
dated September 17, 2002 by and between the Company and
Alfred J. Roach.
4.4 Cell Security Agreement dated September 17, 2002 by and
between the Company and Alfred J. Roach.
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.
AMERICAN BIOGENETIC SCIENCES, INC.
Dated: September 20, 2002 By: /s/ Timothy J. Roach
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Timothy J. Roach, Treasurer
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Exhibit No. Description
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4.1 Term Promissory Note dated September 17, 2002 issued by the
Company in favor of Alfred J. Roach.
4.2 Trademark Collateral Assignment and Security Agreement dated
September 17, 2002 by and between the Company and Alfred J.
Roach.
4.3 Patent Collateral Assignment and Security Agreement dated
September 17, 2002 by and between the Company and Alfred J.
Roach.
4.4 Cell Security Agreement dated September 17, 2002 by and between
the Company and Alfred J. Roach.
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