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) September 28, 2001
LIFE SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-5099 59-0995081
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(State or other jurisdiction (Commission (IRS Employer Identification No.)
of incorporation) File Number)
2900 - 72nd Street North, St. Petersburg, Florida 33710
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (727) 345-9371
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Not applicable
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(Former name or former address, if changed since last report)
Exhibit Index - N/A
(Page 1 of 3 Pages)
ITEM 5. Other Events and Regulation FD Disclosure.
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Other Events. Life Sciences, Inc., a St. Petersburg, Florida based
biotechnology company ("LSI" or "Life Sciences"), executed a letter of intent on
September 28, 2001 with Intelligent Micro Patterning, LLC, also of St.
Petersburg, Florida ("IMP"). The letter of intent contemplates the formation of
a joint venture between Life Sciences and IMP to provide services to the medical
diagnostics industry in the design and prototyping of microfluidic devices used
in the detection of pathogenic viruses and other microorganisms. The venture's
operations would be substantially reliant on a proprietary technology for low
cost, rapid prototyping of microfluidic devices using a maskless
photolithography system developed by IMP. IMP's system uses the University of
South Florida's patented direct optical projection technology for exposing
images on silicon wafers and other electronic devices. The technology
incorporates advanced micro-optical techniques to project images directly onto
quartz and polymeric substrates without the use of photomasks.
Life Sciences expects to separately employ the same technology to develop
and manufacture microfluidic devices to support its planned line of nucleic acid
sequence based amplification (NASBA) based diagnostic tests for rapid detection
of the pathogens associated with HIV, Hepatitis and other infectious diseases.
The same technologies may be employed in the detection of waterborne and food-
borne pathogens to include agents that may be employed in bioterrorism attacks.
LSI anticipates that 12 to 18 months and between $1.5 and $2 million will be
required to complete development and begin the manufacturing of microfluidic
devices to support the performance of NASBA based assays.
LSI expects the integration of microfluidic technology with the NASBA
method for detection of pathogens will result in a significant reduction in the
quantity of enzymes and other costly substrates required to carry out the tests.
These economies, together with the use of other proprietary technology to enable
heat sensitive chemicals used to carry out various reactions within the
microfluidic devices to be shipped and stored at ambient temperate for extended
periods of time, are expected to play a key role in Life Sciences' early
achievement of profitable sales of its diagnostic products in China and other
emerging market countries.
Regulation FD. This report on Form 8-K is being filed for reasons other
than those that would require a filing under Regulation FD.
Forward-looking Statements. Some of the statements in this Form 8-K are
"forward-looking statements" and are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Readers are cautioned
that these forward-looking statements reflect numerous assumptions, known and
unknown risks, uncertainties and other factors that may affect the business and
prospects of Life Sciences and cause the actual results, performance or
achievements of LSI to differ materially from those expressed or implied by the
forward-looking statements. These factors include: longer product development
lead times; delays in product roll outs; failure to obtain anticipated contracts
with third parties or orders from customers, or less favorable contracts with
third parties or lower than expected volumes from customers; higher material and
labor costs; unfavorable patent or other technology decisions; the availability
of adequate sources of working capital and cash flow; economic and political
conditions, especially in international markets, including civil unrest,
military actions, governmental changes and restrictions on the ability to
transfer capital across borders; and economic, competitive, technological,
diplomatic, governmental and other factors.
SIGNATURE
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.
Dated: October 8, 2001.
LIFE SCIENCES, INC.
By: /s/ ALEX A. BURNS
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Alex A. Burns, Vice President