Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Biotech / Medical : Paracelsian Inc (PRLN) -- Ignore unavailable to you. Want to Upgrade?

To: Harold Stone who wrote (3705)	7/13/1998 4:52:00 PM
From: Jonathan Schonsheck	Respond to of 4342

Threaders - This is real money - with more to come from the worldwide agreement! TYPE: 8-K SEQUENCE: 1 DESCRIPTION: FORM 8-K 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: July 9, 1998 PARACELSIAN, INC. (Exact name of Registrant as Specified in Its Charter) DELAWARE 56-1399565 (State of Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 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) 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) ITEM 5. OTHER EVENTS Paracelsian, Inc. has entered into an agreement with R.P. Scherer North America, a division of R.P. Scherer Corporation, that establishes 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. The agreement also provides for collaboration between the two companies on the development of new dietary supplements and OTC products. Under the terms of the North American agreement, Paracelsian will initially complete development of 10 BioFIT assay systems. R.P. Scherer North America 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. The terms of the agreement further call for Paracelsian to receive royalties on the sale of all BioFIT certified products and the establishment of minimum royalty payments. In addition to the initial fees, Paracelsian Inc. will receive a minimum of $400,000 in royalty payments in the initial period of the agreement. Paracelsian must receive minimum royalties of $700,000 in the subsequent 12-month period. The agreement will continue to renew automatically, with Paracelsian receiving royalties adjusted upward annually. Total fees paid to Paracelsian in the initial period are expected to be $1 million. The agreement also calls for negotiation of a worldwide agreement within 90 days, on terms and conditions essentially equivalent to those in the North American agreement. Sales of herbal remedies in North America represent 18% of worldwide sales. 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. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) EXHIBITS. Exhibit No. Description ----------- ----------- 99 Press Release dated July 9, 1998 3 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 ------------------------------------------ Bernard Landes Chairman and Chief Executive Officer 4