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): March 31, 2005
INYX, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-83152 75-2870720
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
825 Third Avenue, 40th Floor, New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 838-1111
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On December 15, 2004, the Registrant (acting through its wholly-owned
subsidiary Inyx USA, Ltd.) signed an Asset Purchase Agreement with Aventis
Pharmaceuticals Puerto Rico, Inc. ("APR") to acquire the real estate, equipment,
and certain contract rights comprising its Manati, Puerto Rico pharmaceutical
manufacturing facility.
Pursuant to the Asset Purchase Agreement with APR, the Registrant entered
into manufacturing and supply and transition services and support agreements on
March 31, 2005 with APR's parent company, the sanofi-aventis Group, in order for
the Registrant to continue to supply products and services to the sanofi-aventis
Group from the Manati pharmaceutical manufacturing facility. Payments are made
under these agreements pursuant to APR's 2005 standard costs of production. The
term of each agreement is 3 years, however, each agreement provides for
automatic successive one year renewals for up to a total of five years.
Pursuant to the Asset Purchase Agreement with APR, Aeropharm Technology,
Inc. ("Aeropharm") consented to the assignment of its March 5, 2004
manufacturing and supply agreement with APR to the Registrant. Such
manufacturing and supply agreement relates to the manufacture and supply of
Azmacort chlorofluorocarbon ("CFC") pharmaceutical products by APR to Aeropharm
and its affiliate Kos Life Sciences, Inc. ("Kos"). The agreement provides for a
5 year term commencing March 2004. Termination of the agreement is possible
after the second year of the agreement provided 12 months notice is given.
Item 2.01 Completion of Acquisition or Disposition of Assets
On March 31, 2005, the acquisition of the assets from APR was closed, and
Registrant assumed possession and control of the operations at such facilities.
Such assets consisted of approximately 140,000 square feet of improved real
property in five buildings located on 9.5 acres in Manati, Puerto Rico, together
with all installed and existing equipment and fixtures. A total of $2,334,327 of
inventory was included.
The assets were acquired from APR, a subsidiary of the sanofi-aventis
Group. There was no pre-existing relationship between Registrant, any of its
affiliates, any director or officer of registrant or any associate of any such
director or officer, and the seller. Following the closing, Registrant will
engage in certain contract manufacturing activities for sanofi-aventis.
The consideration for the purchase was $19.7 million, which was obtained
from the proceeds of a credit facility provided by Westernbank Business Credit
Division of Westernbank Puerto Rico ("Westernbank") that is discussed in a
separate Current Report on Form 8-K filed on April 6, 2005.
On April 1, 2005, as part of the Asset Purchase Agreement with APR, the
Registrant received from APR a general assignment of all right, title and
interest in, to and under all of the acquired assets.
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Item 9.01. Financial Exhibits, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
As permitted by Form 8-K the historical financial information required by
Regulation S-X will be filed by an amendment to this Report no later than May
10, 2005.
(b) Pro Forma Financial Information
As permitted by Form 8-K, the pro forma financial information required by
Regulation S-X will be filed by an amendment to this Report no later than May
10, 2005.
(c) Exhibits
Exhibit No.
*2.1 Asset Purchase Agreement dated as of December 15, 2004, by and
between Inyx USA, Ltd. and Aventis Pharmaceuticals Puerto Rico, Inc.
filed as Exhibit 10.34.1 to Current Report on Form 8-K filed
December 20, 2004 is hereby incorporated herein by reference.
2.2 General Assignment dated as of April 1, 2005, by and between Aventis
Pharmaceuticals Puerto Rico Inc. and Inyx USA, Ltd.
*Confidentiality has been requested with respect to certain portions of
this Agreement.
SIGNATURES
Pursuant to the requirement 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.
INYX, INC.
By: /s/ Jack Kachkar
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Jack Kachkar, Chairman
Dated: April 6, 2005
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INDEX TO EXHIBITS
*2.1 Asset Purchase Agreement dated as of December 15, 2004, by and
between Inyx USA, Ltd. and Aventis Pharmaceuticals Puerto Rico, Inc.
filed as Exhibit 10.34.1 to Current Report on Form 8-K filed
December 20, 2004 is hereby incorporated herein by reference.
2.2 General Assignment dated as of April 1, 2005, by and between Aventis
Pharmaceuticals Puerto Rico Inc. and Inyx USA, Ltd.
*Confidentiality has been requested with respect to certain portions of
this Agreement
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