Avax Technologies Inc – ‘8-K’ for 8/24/00

On:  Friday, 9/8/00, at 10:15am ET   ·   For:  8/24/00   ·   Accession #:  912057-0-40527   ·   File #:  0-29222

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     19K 
 2: EX-10.1     Material Contract                                     61    264K 
 3: EX-10.2     Material Contract                                      7     34K 
 4: EX-10.4     Material Contract                                      7     27K 

8-K   —   Current Report
Document Table of Contents

8-K
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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

 SEPTEMBER 8, 2000 (AUGUST 24, 2000)
Date of Report (Date of earliest event reported)

 AVAX TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)

  DELAWARE                     000-29222                13-3575874
(State or other jurisdiction   (Commission File Number)      (IRS Employer    
     of incorporation)                                  Identification Number)

4520 MAIN STREET
 SUITE 930
 KANSAS CITY, MO 64111
(Address of principal executive offices)

(816) 960-1333
(Registrant's telephone number, including area code)

8-K
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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS                                   

        On August 24, 2000, the Company completed its acquisition of GPH, S.A.
("Holdings") and Genopoietic S.A. ("Genopoietic") each a French societe anonyme 
based in Paris, France. As previously announced, under the terms of the Stock   
Contribution Agreement dated as of July 17, 2000, as amended by that certain    
Agreement dated as of August 24, 2000 (the "Tax Agreement") (the "Contribution  
Agreement"), 100% of the outstanding shares of both Holdings, which is the      
majority shareholder of Genopoietic, and Genopoietic have been contributed to   
the Company by the shareholders of those two entities in exchange for an        
aggregate of 800,000 shares of the Company's common stock. Of the 800,000       
shares, an aggregate of 659,756 shares issued to Professors David R. Klatzmann  
and Jean-Loup Salzmann, who were the two primary shareholders of Holdings, have 
been placed in escrow in large part to secure their indemnification obligations 
under the Contribution Agreement. Each of Professors Klatzmann and Salzmann will
also receive $2,500.                                                            

   Pursuant to the terms of the Tax Agreement, the Company agreed to
assist Professors Klatzmann and Salzmann in paying their capital gains tax      
liability, if any, owing to the French tax authorities as a result of their     
aggregate acquisition of the 659,756 shares of the Company's common stock under 
the Contribution Agreement. The Company may, at its option, either: (i) permit  
and facilitate the sale by Professors Klatzmann and Salzmann of enough of the   
escrowed shares of common stock held in accordance with the Contribution        
Agreement to pay any resulting capital gains tax liability; or (ii) loan to     
Professors Klatzmann and Salzmann on commercially reasonable terms an amount    
equal to the capital gains tax. In the event that the Professors do not pay any 
capital gains tax on the acquisition of the Company's common stock at any time  
during 2001, the Company will have no continuing obligation under the Tax       
Agreement.                                                                      

     Genopoietic specializes in the research and development of cell and
gene therapies aimed at cancer, auto-immune disease and orthopedics. Genopoietic
was founded in 1993 by Professors Klatzmann and Salzmann, with the support of   
Pierre et Marie Curie University (the "University"). Under the terms of the     
Contribution Agreement, the Company also acquired certain of the rights to the  
University's patents that cover technologies developed by Genopoietic, and the  
Company has retained Genopoietic's exclusive agreement with the University      
relating to the work of Professor Klatzmann in his laboratory at the University.

     Professors Klatzmann and Salzmann have signed consulting agreements
with AVAX International Services, Inc, an affiliate of the Company, to advance  
the interests of both the Company and Genopoietic. Pursuant to the Rights       
Agreements dated as of August 24, 2000 between the Company and each of          
Professors Klatzmann and Salzmann, Professors Klatzmann and Salzmann also each  
have the right to acquire up to an additional 1,100,000 shares of the Company's 
common stock, upon the successful and timely achievement of development and     
commercialization milestones by Genopoietic. These milestones include: obtaining
GMP certification of Genopoietic's facility in Lyon, France to manufacture      
M-Vax(TM), the Company's autologous cell vaccine (AC Vaccine(TM)) for the       
treatment of stage 3 melanoma, and to manufacture Genopoietic's autologous      
chondrocyte product; reaching specific regulatory and sales milestones related  
to M-Vax, chondrocytes and second generation chondrocytes; and reaching         
regulatory milestones related to Genopoietic's thymidine kinase suicide gene    
technology for the treatment of graft-versus-host-disease, cancer and other     
indications.                                                                    

       The Company also entered into the Research Funding Agreement dated as
of August 24, 2000 with Genopoietic, the Company's new wholly owned subsidiary, 
(the "Research Funding Agreement") to provide funding to Genopoietic for direct 
costs of basic scientific research in areas of mutual interest to               

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8-K
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the Company and Genopoietic. Subject to the fulfillment of certain funding      
conditions, the Company has agreed to provide up to an aggregate of $8,000,000  
to Genopoietic throughout the period ending July 31, 2005. At the Company's     
option, the funds will be provided as additional contributions to the capital of
Genopoietic, as payment of indebtedness owed by Genopoietic to third parties or 
as a long-term loan to Genopoietic.                                             

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.                                     

       (a) AND (b)  FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL STATEMENTS.

     The financial statements required by Items 7(a) and (b) of Form 8-K
will be filed by the Company on or before November 7, 2000.                     

(c)   EXHIBITS.                                               

     10.1  Stock Contribution Agreement dated as of July 17, 2000, among
              AVAX Technologies, Inc., Professor David R. Klatzmann, Professor
 Jean-Loup Salzmann, GPH, S.A. and Genopoietic, S.A.

10.2  [Tax] Agreement dated as of August 24, 2000, among AVAX 
              Technologies, Inc., GPH, S.A., Genopoietic S.A., Professor David
R. Klatzmann and Professor Jean-Loup Salzmann.    

        *10.3 Rights Agreement dated as of August 24, 2000 between the Company
          and Professor David R. Klatzmann (an identical agreement was
      entered into between the Company and Professor Jean-Loup
Salzmann).                                        

      10.4  Research Funding Agreement dated as of August 24, 2000 between
the Company and Genopoietic, S.A.                 
---------------                                                                 
*  To be filed by amendment.                                                    

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned       
hereunto duly authorized.                                                       

                                 AVAX TECHNOLOGIES, INC.

Date:  September 8, 2000                                                        

                                  By: /s/ David L. Tousley
                                             ---------------------------
                                         Name:  David L. Tousley
                                                Title: Chief Financial Officer

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8-K
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 EXHIBIT INDEX

                                                                [Download Table]


Exhibit Number                        Description                     
--------------                        -----------                     
                                                                      
           10.1           Stock Contribution Agreement dated as of    
                          July 17, 2000.                              

           10.2           [Tax] Agreement dated as of August 24, 2000.

          *10.3           Klatzmann Rights Agreement dated as of      
                          August 24, 2000.                            

           10.4           Research Funding Agreement dated as of      
                          August 24, 2000.                            

---------------                                                                 
*  To be filed by amendment.                                                    

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/31/05		3
		11/7/00		3					8-K/A
Filed on:		9/8/00		1		3			8-K/A
For Period End:		8/24/00		1		4
		7/17/00		2		4
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