MINNEAPOLIS, Aug. 13 /PRNewswire/ -- CELLEX BIOSCIENCES, Inc. (OTC: CLXBV)
announced today the consummation of the Company's plan of reorganization.
Previously, the Company announced that on July 7, 1999, the United States
Bankruptcy Court, District of Minnesota, Third Division, entered the order
confirming the Company's Modified First Amended Plan of Reorganization dated
June 28, 1999 (the "Plan"). The Plan was accepted by all of the requisite
classes of the Company's creditors. The Plan became effective on July 30,
1999 (the "Effective Date") and on that date, the $1,115,000 of
Debtor-In-Possession financing provided by Biovest, L.L.C. ("Biovest") was
converted to new common stock of the Company.
As of the Effective Date, the Company's existing common stock, preferred
stock, options and warrants were deemed canceled and 1,000,000 shares of new
common stock were deemed issued, of which 520,000 shares (52%) will be issued
to Biovest and 250,000 shares (25%) will be issued to the Company's unsecured
creditors. Until March 15, 2000, 23% of the outstanding shares of the Company
will be held in escrow to be released to either Biovest or the Schuster Group,
secured creditors of the Company, pursuant to an agreement which was
incorporated into the Plan.
Also, as of the opening of business on Monday, August 2, 1999, the
Company's new common stock was assigned the new stock symbol CLXBV. Upon the
issuance of shares to the individual unsecured claimants, the "V" will be
deleted signifying that the stock is no longer trading on a "when issued"
basis. At such time, the Company will issue a press release providing
additional details of the Company's new common stock and its trading.
American Stock Transfer & Trust Company of New York, New York will continue to
serve as the Company's registrar and transfer agent.
Settlements with holders of debt claims are as follows:
-- Certain claims are not classified. Unclassified administrative expense
claims, including professional fees, which are expected to total at least
$286,000 are being paid in full in cash. As of the Effective Date,
approximately $220,000 had been paid. Post-petition claims incurred in the
ordinary course of business have been paid on a current basis. Pre-petition
claims incurred during the period October 6, 1998 and December 8, 1998,
including claims of parties to executory contracts and unexpired leases,
totaling approximately $200,000 were paid at the effective date. An
additional $100,000 may be paid pending final determination of allowed claims.
Also, certain taxes, totaling approximately $225,000 will be paid in full in
equal monthly installments for six years from assessment beginning September
1, 1999 with interest at the rate of 8% per annum. After the Effective Date,
the Company shall continue pay to fees of approximately $5,000 per quarter to
the U.S. Trustee until the bankruptcy case is closed.
-- Class A-1 secured claims of the Company's financial institution in the
approximate amount of $700,000 were purchased by Biovest pursuant to the Plan
and will be paid monthly with a 15-year amortization with interest at 7% per
annum and payable on the third anniversary of the Effective Date, provided
that Class A-3 Claims of the Schuster Group have been paid in full or
released. Class A-2 includes $185,000 payable to Biovest, plus interest
accrued since February 9, 1999, and will be subject to the same treatment
discussed above for Class A-1.
-- Class A-3 consists of direct and indirect guarantee claims of the
Schuster Group totaling approximately $2,200,000. Such claims will be paid
pursuant to a Credit and Stipulation Agreement between Biovest and Schuster
Group which was incorporated into the Plan. Under such agreement, during the
period from the Effective Date, the Company will pay the Schuster Group, on a
monthly basis, accrued interest at rates ranging from 10% to 12% per annum and
certain principal payments, based on a 7-year amortization, provided that,
until the Schuster Group claims are paid or released, provided that the
aggregate monthly debt service payments by the Company, including payments to
Schuster Group, cannot exceed $25,000 per month.
-- Class A-4 consists of an $80,000 certificate of deposit held as a lien
interest by Norwest Bank aka Wells Fargo. Norwest will retain its interest in
such security; however, with the consent of the Company's landlord and
Norwest, $68,000 of such security may be applied to obligations owed by the
Company to the landlord.
-- Class A-5 is secured by certain assets of the Company relating to the
Company's fluidized bed technology. In full satisfaction, the Company will
turn over the assets and abandon all interest in such assets.
-- Class A-6 consists of approximately $484,000 owed to the Internal
Revenue Service which will be paid in full in equal monthly installments for
six years from assessment beginning September 1, 1999 with interest at the
rate of 8% per annum.
-- Class B consists of the unsecured creditors who will receive 25% of the
outstanding common stock of the reorganized company in full satisfaction and
release of their claims.
Cellex Biosciences Inc. provides advanced cell culture technology --
through patented perfusion systems including the industry's leading AcuSyst(R)
hollow fiber systems and contract production services including cell line
selection, optimization and subcloning, whole cell and secreted protein
production and cell banking. Customers include pharmaceutical, diagnostic and
biotechnology companies as well as leading research institutions worldwide.
Cell culture is a key process used by these organizations for the creation of
novel proteins and monoclonal antibodies needed to detect and treat human
diseases such as cancer and AIDS. The Company's corporate headquarters,
research and development, contract cell culture production and manufacturing
operations are located in Minneapolis, Minn.
Biovest is an entity formed for the purpose of acquiring a majority
interest in the equity of Cellex Biosciences Inc.
The statements contained in this press release that are forward-looking,
are subject to risks and uncertainties which could cause actual results to
differ materially from the statements made herein. Additional risks and
uncertainties related to the Company have been included in the Company's
filings made with the Securities and Exchange Commission.
SOURCE CELLEX BIOSCIENCES, Inc.
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CONTACT: Joseph Jennings, Investor Relations of CELLEX BIOSCIENCES, Inc., 612-786-0302, Fax 612-786-0915
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