================================================================================
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): JANUARY 14, 2000
--------------------
CYTOTHERAPEUTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-19871 94-3078125
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
525 DEL REY AVENUE, SUITE C
SUNNYVALE, CA 94086
(ADDRESS, OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(408) 731-8670
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
--------------------
================================================================================
Page 1 of 4
Item 2. Acquisition or Disposition of Assets.
CytoTherapeutics, Inc. (the "Company") announced that on December 30,
1999 it sold its Encapsulated Cell Technology ("ECT") to Neurotech S.A., a
privately held French company engaged in the pre-clinical and clinical
development of cell-based therapies in the central nervous system and the eye,
and will remain concentrated on its core business of stem cell technology. The
Company will receive an initial payment of $3 million, royalties on future
product sales, and a portion of certain Neurotech revenues from third parties in
return for the assignment to Neurotech of intellectual property assets relating
to ECT. In addition, the Company retained certain non-exclusive rights to use
ECT in combination with its proprietary stem cell technology and in the field of
vaccines for prevention and treatment of infectious diseases. The consideration
received by the Company reflected consideration by the Company of the various
alternatives for realizing value from its ECT technology and its negotiations
with Neurotech.
The sale of ECT is another step in the Company's previously announced
plan for restructuring its operations to focus on the development of its stem
cell technologies. The Company has relocated its headquarters from Rhode Island,
where the ECT activity was previously based, to the Sunnyvale, California
location of its wholly owned subsidiary, StemCells, Inc. The Company plans to
dispose of its pilot manufacturing plant and its former corporate headquarters
and ECT research facility in Rhode Island as part of the restructuring.
The Company also announced that the Company and the Advanced
Technology Program of the National Institute of Standards and Technology have
agreed to terminate by mutual consent two grants previously awarded to the
Company for ECT and stem cell related research. The ECT grant has been
obviated by the sale of the technology. The Company intends to resubmit a
proposal consistent with the new directions the Company is taking in its stem
cell programs.
Statements in this current report other than statements of
historical facts constitute forward-looking statements regarding, among other
things, the Company's future business operations. The Company's actual
results may vary materially from those contemplated in the forward looking
statements due to risks and uncertainties to which the Company is subject
including without limitation uncertainties regarding the future development
of ECT by Neurotech and the resulting uncertainty regarding the receipt of
future revenues from Neurotech, the uncertainty of future grant awards, the
Company's ability to successfully dispose of its pilot manufacturing plant in
Rhode Island and to sublease its former corporate headquarters and ECT
research facility in Rhode Island, and others that are described in
-2-
Exhibit 99 to this current report entitled "Cautionary Factors Relevant to
Forward Looking Statements."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit Number Title
-------------- -----
2.1 Asset Purchase and License Agreement dated
as of December 29, 1999 ("Asset Purchase
Agreement") between CytoTherapeutics, Inc.
as Seller and Neurotech S.A. as Buyer, with
certain confidential portions redacted. The
Registrant will furnish supplementally a
copy of any omitted schedule or exhibit to
the Asset Purchase Agreement to the
Securities and Exchange Commission upon
request.
99 Cautionary Factors Relevant to
Forward-Looking Statements
-3-
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 hereunto duly authorized.
CYTOTHERAPEUTICS, INC.
By /s/ Richard M. Rose
----------------------------------
Title: Chief Executive Officer
Date: January 14, 2000
-4-