SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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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) FEBRUARY 11, 1999
LEUKOSITE, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-22769 04-3173859
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number Identification No.)
215 FIRST STREET, CAMBRIDGE, MA 02142
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (617) 621-9350
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 11, 1999, LeukoSite, Inc. ("LeukoSite") acquired all of
the issued and outstanding capital stock of CytoMed, Inc. ("CytoMed") through
the issuance of 935,625 shares of LeukoSite's Series A Convertible Preferred
Stock, par value $0.01 per share, to CytoMed shareholders. The Series A
Convertible Preferred Stock will convert into LeukoSite Common Stock upon
approval by LeukoSite shareholders. LeukoSite will issue another 631,313
shares to CytoMed shareholders upon receipt of a $6 million payment due to
CytoMed from UCB Pharma in October 1999. In addition, CytoMed shareholders
may receive up to $23.5 million in cash and 84,000 shares of LeukoSite stock
upon the achievement of milestones related to the CytoMed product candidates.
LeukoSite acquired CytoMed's small molecule development programs and
complement inhibition research program. The acquisition was accomplished by
means of a merger (the "Merger") of LeukoSite Merger Corporation, a
wholly-owned subsidiary of LeukoSite, with and into CytoMed, pursuant to the
terms of the Agreement and Plan of Merger and Reorganization, dated as of
January 4, 1999 (the "Agreement"). The aggregate purchase price for the
transaction was approximately $16.1 million. As of the closing date the fair
market value of net assets acquired was approximately $14.5 million. The
acquisition will be accounted for as a purchase by LeukoSite. The terms of
the Agreement were determined in arm's-length negotiations between LeukoSite
and CytoMed. Two significant CytoMed shareholders, HealthCare Ventures and
Schroders PLC, are also significant holders of LeukoSite Common Stock.
HealthCare Ventures, which was represented on the CytoMed Board by Mark
Leschly and is represented on the LeukoSite Board by James Cavanaugh,
beneficially owned 14.8% of the outstanding CytoMed stock and 21% of the
outstanding LeukoSite Common Stock, prior to the Merger. Schroders PLC, which
until January 1, 1999 was represented on the CytoMed Board by Barbara Piette
and which is represented on the LeukoSite Board by Kate Bingham, beneficially
owned 11.3% of the outstanding CytoMed stock and 6% of the outstanding
LeukoSite Common Stock, prior to the Merger. Mark Skaletsky a Director of
LeukoSite also served as a Director for CytoMed. A copy of the Agreement is
incorporated herein by reference and a copy is filed herewith as Exhibit 2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
In accordance with Item 7(a)(4) of Form 8-K, the financial statements
required by this Item 7(a) of Form 8-K and Rule 3-05(b) of Regulation S-X
will be filed by amendment to this initial report no later than 60 days after
the date of the filing of this report.
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(b) PRO FORMA FINANCIAL INFORMATION.
In accordance with Item 7(b)(2) of Form 8-K, the pro forma financial
information required by this Item 7(b) of Form 8-K will be filed by amendment
to this initial report no later than 60 days after the date of the filing of
this report.
(c) EXHIBITS.
Exhibit 2, Agreement and Plan of Merger and Reorganization, dated as of
January 4, 1999, by and among LeukoSite, Inc., LeukoSite Merger
Corporation and CytoMed, Inc. Does not include Exhibits or
Disclosure Schedules. LeukoSite will furnish a copy of any such
omitted exhibit or schedule to the Commission upon request.
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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.
LEUKOSITE, INC.
By: /s/ Augustine Lawlor
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Augustine Lawlor,
Vice President, Corporate Development and
Chief Financial Officer
Dated: February 26, 1999