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

To: Jonathan Schonsheck who wrote (3864)	8/20/1998 4:59:00 PM
From: Jonathan Schonsheck	Read Replies (1) \| Respond to of 4342

Dear Threaders, Here's the just-filed 8-K - some nice numbers! 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 (Date of earliest event reported): August 12, 1998 PARACELSIAN, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19844 56-1399565 -------- ------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 222 LANGMUIR LABORATORIES, CORNELL TECHNOLOGY PARK, ITHACA, NEW YORK 14850 -------------------------------------------------------------------------- (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 -------------- (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 Any thoughts on the causes/reasons for the recent ugly trading days?? Jonathan