UNITED STATES
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): May 14, 2003
----------
SIGA Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-23047 13-3864870
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
420 Lexington Avenue
Suite 601
New York, New York 10170
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 672-9100
ITEM 5. Other Events.
On May 15, 2003, SIGA Technologies, Inc., a Delaware corporation ("SIGA"),
issued a press release announcing that it had entered into a definitive asset
purchase agreement with Plexus Vaccine Inc., a California corporation
("Plexus"), providing for SIGA's purchase of substantially all of Plexus's
assets. A copy of the press release issued in connection with the execution of
the definitive asset agreement is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
99.1 Press Release of SIGA Technologies, Inc. dated May 15, 2003.
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.
SIGA Technologies, Inc.
By: /s/ Thomas N. Konatich
-------------------------------------
Name: Thomas N. Konatich
Title: Acting Chief Executive Officer and
Chief Financial Officer
Dated: May 22, 2003
Exhibit 99.1
[SIGA LOGO]
Contact: Investor Contact:
Thomas N. Konatich Dianne Will
SIGA Technologies, Inc. Willstar Consultants, Inc.
CFO & Acting CEO (518) 398-6222
(212) 672-9100 dwill@willstar.net
SIGA Technologies, Inc. Signs Definitive Agreement to
Acquire Assets of Plexus Vaccine Inc.
To Add Structural Biology, Immunological Bioinformatics Tools to
Rapidly Design Synthetic Vaccines against Dangerous New Pathogens
New York, NY - May 15, 2003 -- SIGA Technologies (NASDAQ: SIGA and FRANKFURT:
SGW 919 473) announced today it has executed a definitive agreement to acquire
substantially all of the assets of San Diego based Plexus Vaccine Inc, including
the equity in Plexus's Danish subsidiary Plexus Denmark ApS. The acquisition is
a strategic move for SIGA to broaden its biowarfare portfolio, and to build its
capability for extremely rapid design and delivery of synthetic vaccines for
dangerous new pathogens. Combined, SIGA and Plexus have the potential for
becoming a significant force in the discovery of vaccine and pharmaceutical
agents to fight emerging pathogens. SIGA plans to incorporate structural biology
capabilities from the Plexus group in California and immunological
bioinformatics expertise and from researchers in Denmark, while maintaining its
research and development center in Corvallis, OR. The combined resources should
accelerate the development of new, broadly protective synthetic vaccines against
emerging or maliciously engineered pathogens such as SARS and drug-resistant
biowarfare agents, and lead to vaccines with improved safety profiles for such
pathogens as smallpox. The consummation is subject to customary closing
conditions and is anticipated to close in the second quarter of 2003.
The successful acquisition will allow SIGA to balance its approach to infectious
pathogens, with significant strength in both vaccines and anti-infective drugs.
Dennis E. Hruby, Chief Scientific Officer of SIGA stated: "The addition of
Plexus programs and personnel provides exciting new platform technology for
antigen discovery and rational vaccine design and delivery. We will be able to
expedite testing and delivery of vaccines to the marketplace, with a strong
portfolio in the area of biowarfare defense".
Susan Burgess, PhD, President and CEO of Plexus Vaccine will, upon consummation
of the acquisition, be named as President of SIGA. She states that "in addition
to expertise in the design and delivery of vaccines for cellular immunity and
mucosal immunity, both companies have a targeted interest in counteracting
virulence factors, and in finding novel ways to avoid resistance mechanisms and
genetic variance. We believe this is the future in the fight against dangerous
pathogens. Our increased critical mass may help us accelerate the drive to
commercial products. We intend to have a real impact on world health."
Plexus Denmark ApS, Plexus's Danish subsidiary to be acquired by SIGA, will work
with research teams headed by Soeren Brunak of the Technical University of
Denmark, and with Soeren Buus of the University of Copenhagen, in immunological
bioinformatics and the computational prediction and experimental validation of
key antigenic elements of pathogens.
SIGA has been utilizing its proprietary vaccine delivery system for smallpox and
chlamydia, while Plexus targets bacterial toxins such as those expressed by
anthrax and plague. These prototype vaccine and drug developments have already
been formulated and are currently entering animal testing, with the expectation
for accelerated product development enabled by the Federal Drug and
Administration legislation regarding Biowarfare products passed June 30, 2002.
SIGA believes that the combination of the two company's technology platforms
should provide SIGA with the ability to attack additional vaccine and drug
targets as well as improving the vaccines and drugs they currently have in
development. This acquisition will provide SIGA new delivery platforms, increase
critical mass of the research team, and accelerate developmental timelines.
About SIGA Technologies, Inc.
SIGA Technologies (www.siga.com) is applying bacterial genomics in the design
and development of novel products for the prevention and treatment of serious
infectious diseases, with an emphasis on products for biological warfare
defense. With broad technology platforms in both vaccines and anti-infectives,
SIGA's product development programs emphasize the increasingly serious problem
of drug resistant bacteria. SIGA's vaccine and drugs and anti-infective
platforms are based on its pioneering research into the structure, function and
processing of bacterial surface proteins. SIGA is leveraging these platforms
through multiple strategic partners, including Wyeth-Ayerst Laboratories (the
pharmaceutical division of American Home Products) and the National Institutes
of Health.
This news release contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements, including statements regarding the efficacy and intended utilization
of SIGA's technologies under development and to be acquired, are not guarantees
of future performance. Actual results may differ materially from the
expectations contained in the forward-looking statements. Factors which may
cause such differences include the risk that potential products that appeared
promising in early research or clinical trials to SIGA or its collaborators do
not demonstrate efficacy or safety in subsequent pre-clinical or clinical
trials, and the risk that SIGA or its collaborators will not obtain appropriate
or necessary governmental approvals to market products tested in such trials.
More detailed information about SIGA and the factors discussed above is set
forth in SIGA's filings with the Securities and Exchange Commission, including
SIGA's Annual Report on Form 10-K for the fiscal year ended December 31, 2002,
and in other documents that SIGA has filed with the U.S. Securities and Exchange
Commission. Investors and security holders are urged to read those documents
free of charge at the Commission's Web site at www.sec.gov. Those documents may
also be obtained free of charge from SIGA. SIGA does not undertake to publicly
update or revise its forward-looking statements as a result of new information,
future events or otherwise. For more information about SIGA, please visit the
Company's Web site, www.siga.com.
# # #