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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
APRIL 17, 1998
CYTRX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-15327 58-1642740
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
154 TECHNOLOGY PARKWAY
NORCROSS, GEORGIA 30092
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 368-9500
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ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
On April 17, 1998, CytRx Corporation (the "Company") and VetLife, Inc.,
an operating subsidiary of the Company ("VetLife") entered into an Acquisition
Agreement (the "Acquisition Agreement") with VetLife L.L.C., a Delaware limited
liability company ("VL LLC"), pursuant to which VL LLC acquired substantially
all of VetLife's assets related to VetLife's business of marketing and
distributing products that improve the value of food animal products to the
cattle industry (collectively, the "Assets") for a total purchase price
consisting of: (i) a cash payment of $3,500,000, subject to certain working
capital adjustments, (ii) an unsecured, subordinated promissory note in the
principal amount of $4,000,000 bearing interest at an annual rate of 12%, and
(iii) certain contingent payments based on future sales of specified products of
VL LLC and its affiliates that, if made in full, could total up to $5,500,000.
The sale of the Assets closed on the same day.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information
The Restated Consolidated Financial Statements of the Company
reflecting VetLife as a discontinued operation of the Company are filed as
Exhibit 99.1 and are incorporated herein by reference.
(c) Exhibits
Number Exhibit
2.1* Acquisition Agreement dated as of April 17, 1998, among the
Company, VetLife and VL LLC.
23.1 Consent of Ernst & Young LLP
27.1 Financial Data Schedule (For SEC Purposes Only)
27.2 Financial Data Schedule (For SEC Purposes Only)
99.1 Restated Consolidated Financial Statements
* Previously filed.
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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.
CYTRX CORPORATION
Date: June 19, 1998 By: /s/ Mark W. Reynolds
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Mark W. Reynolds
Chief Financial Officer and Secretary
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