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):
August 12, 1998
PARACELSIAN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19844 56-1399565
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
222 LANGMUIR LABORATORIES, CORNELL TECHNOLOGY PARK, ITHACA, NEW YORK 14850
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(Address, including zip codes, of principal executive offices)
Bernard Landes
222 Langmuir Laboratories
Cornell Technology Park
Ithaca, New York 14850
(607) 257-4224
(Address, Including Zip Code and Telephone, Including Area Code,
of Registrant's Principal Executive Offices)
(607) 257-4224
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
Paracelsian, Inc. and R.P. Scherer Corporation announced on August 13,
1998, a second agreement that extended, on a worldwide basis, the July 9, 1998,
agreement that established R.P. Scherer North America as the exclusive marketing
and distribution agent for Paracelsian's BioFIT (Bio Functional Integrity
Testing) Certification program in the Dietary Supplement and OTC market segments
in North America. This worldwide agreement also provides for collaboration
between the two companies on the development of new dietary supplements and OTC
products.
The terms of the worldwide agreement will duplicate those of the North
American agreement. Paracelsian will initially complete development of 10 BioFIT
assay systems. R.P. Scherer North will pay Paracelsian initial fees, concurrent
with the completion of the BioFIT assay systems, certification of products, and
completion of agreements with R.P. Scherer customers. The companies will market
the program jointly. Paracelsian will also receive royalties on the sale of all
BioFIT certified products and there are minimum royalty payments.
In addition to the initial fees, Paracelsian Inc. will receive from the
worldwide and North American agreements a minimum of $800,000 ($400,000 per
agreement) in royalty payments in the initial period of both agreements.
Paracelsian must receive minimum royalties of $1.4 million ($700,000 per
agreement) in the subsequent 12-month period for automatic renewal. Both
agreements will continue to renew automatically with Paracelsian receiving
royalties adjusted upward annually. Total fees paid to Paracelsian in the
initial period from both the worldwide and North American agreements are
expected to be at least $2 million.
Sales of botanical products in the United States represent 18% of worldwide
sales of these types of products. Sales of botanical products outside the United
States, now covered by this new agreement, represent 82% of the worldwide sales
of these types of products. This distribution of sales makes the potential
revenue to Paracelsian from this worldwide agreement even greater than those
from the North American agreement, even though the terms are the same.
On August 12, 1998, Paracelsian announced that its Board of Directors
approved an extension through September 6, 1999, of the publicly traded warrants
for common stock which were a dividend in September 1993. The warrants were set
to expire on September 6, 1998. In addition to extending the warrants, The Board
of Directors approved changes to the exercise price of the warrants. The
exercise price will be reduced from $3.25 to $1.75 through December 1998. The
exercise price will increase to $2.50 from January 1, 1999 to April 30, 1999 and
to $3.25 from May 1, 1999 to September 6, 1999. Holders of warrants will be
notified by mail and provided with the details of the changes.
2
This report contains various "forward looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, that represent the Company's judgment
concerning the future and are subject to risks and uncertainties that could
cause the Company's actual operating results and financial position to differ
materially from those projected in the forward looking statements. Such forward
looking statements can be identified by the use of forward looking terminology,
such as "may," "will," "expect," "anticipate," "estimate," or "continue" or the
negative thereof or other variations thereof or comparable terminology. The
Company cautions that any such forward looking statements are further qualified
by important factors that could cause the Company's actual operating results and
financial position to differ materially from the forward looking statements,
including, without limitation, the actual results of research and development
efforts, the effect of regulation by the United States Food and Drug
Administration and other government agencies, the impact of competitive products
and services, and other considerations described in connection with specific
forward looking statements and the Company's periodic reports as filed with the
Securities and Exchange Commission. The Company undertakes no obligation to
release publicly the results of any revisions to these forward looking
statements to reflect events or circumstances arising after the date of this
report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) EXHIBITS.
Exhibit No. Description
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99A Press Release dated August 12, 1998
99B Press Release dated August 13, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
PARACELSIAN, INC.
By: /s/ BERNARD LANDES
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Bernard Landes
Chairman and Chief Executive Officer