SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
QUARTERLY REPORT
Pursuant to sections 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Report) JANUARY 24, 1997
Commission File Number 0-12305
REPRO-MED SYSTEMS, INC
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13-3044880
- ---------------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
24 Carpenter Road, Chester, New York 10918
- ---------------------------------------- -----------------------
(Address of principle executive offices) (Zip Code)
(914) 469-2042
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-- --
ITEM 5. OTHER EVENTS
Background
On April 12, 1994 the Board of Directors of Repro-Med Systems, Inc's 58.3%
owned subsidiary, Gamogen ("Gamogen") approved and on April 14, 1994 signed
with Zonagen, Inc. ("Zonagen"), a small US based biotechnology company, an
agreement ("Impotence Agreement") under which Zonagen acquired all rights of
Gamogen to Gamogen's Oral Treatment for Male Impotence ("Oral Treatment"). In
exchange for the above rights Gamogen received from Zonagen $100,000 in cash
and 19,512 shares of restricted common stock of Zonagen and rights to
royalties on Zonagen's future sales of the Oral Treatment. On June 20, 1996
Gamogen sold the restricted common stock received from Zonagen to a small
group of private investors for $87,800. As of January 24, 1997 Gamogen has not
received any royalty payments under the Impotence Agreement. As of January 24,
1997 Zonagen had not received approval by the US FDA or approvals in other
countries for the marketing of the product. There can be no guarantee
concerning the Oral Treatment that approvals by the US FDA or approvals in
other countries will be secured and if secured that Zonagen will be successful
in marketing of the product.
Amendment To Impotence Agreement
On January 24, 1997 the Board of Directors Gamogen approved and signed with
Zonagen a conditional amendment to the Impotence Agreement granting Zonagen
the right ("Option") to amend the Impotence Agreement as follows:
1) Gamogen's rights to royalties on Zonagen's future sales of the Oral
Treatment;
2) Gamogen's rights to market the Oral Treatment in countries where Zonagen
does not timely obtain regulatory approval for and commence marketing of
the Oral Treatment.
The Option is conditioned on the payment to Gamogen of one of the following
amounts ("Option Price") less any Maintenance Payments (see below) received by
Gamogen pursuant to the conditional amendment:
(i) if the Option is exercised on or before January 24, 1998, $750,000;
(ii) if the Option is exercised after January 24, 1998 but on or before
January 24, 1999, $1,000,000;
(iii) if the Option is exercised after January 24, 1999 but on or before
July 24, 1999, $1,500,000;
(iv) if the Option is exercised after July 24, 1999 but before the
expiration of the Option, $1,750,000.
Under the conditional amendment Zonagen is granted the option for a period of
three years ending January 24, 2000, however, Gamogen may terminate the Option
prior to January 24, 2000 if Zonagen fails to make any of the following
payments ("Maintenance Payments") in cash to Gamogen: $75,000 upon the
execution of the conditional amendment and $75,000 on each July 24 and January
24 which occurs after the execution of the conditional amendment and before
Zonagen's exercise of the Option, with the final payment due on July 24, 1999.
On January 24, 1997 Gamogen received from Zonagen the initial Maintenance
Payment of $75,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
10.1 Conditional Amendment No. 1 To Assignment Agreement Between Gamogen, Inc.
and Zonagen, Inc.
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the following persons, thereunto duly authorized.
REPRO-MED SYSTEMS, INC
/s/ Andrew I. Sealfon January 28, 1997
- -----------------------------------------------------
Andrew I. Sealfon
President, Treasurer, Chairman of the Board,
Director, and Chief Executive Officer
/s/ Jesse A. Garringer January 28, 1997
- ------------------------------------------------------
Jesse A. Garringer
Executive Vice-President, Secretary,
Director, and Chief Financial Officer
3