Matritech Inc/DE/ - Current report filing (8-K)
October 02 2007 - 12:56PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
September
26, 2007
Matritech,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-12128
|
04-2985132
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
330
Nevada Street, Newton, Massachusetts
|
02460
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(617)
928-0820
(
Registrant’s
telephone number, including area code
)
Not
applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.02
Termination of a
Material Definitive Agreement.
On
September 26, 2007, Matritech, Inc.
and Sysmex Corporation entered into a Termination Agreement providing for
the
immediate termination of the Exclusive License and Exclusive Supply Agreement
between them dated November 20, 2002 (the “Exclusive Agreement”). The
Exclusive Agreement contemplated that Sysmex would bring to market by the
end of
2007 a product incorporating Matritech’s NMP179
®
technology. Both parties recognized that, despite Sysmex’ efforts, no
product incorporating the NMP179 technology was close to market launch, the
market opportunity for cervical cancer testing had changed markedly since
the
Exclusive Agreement was executed and, given the technical and commercial
hurdles, the future prospects for a Sysmex cervical cancer test using NMP179
technology were uncertain.
The
Termination Agreement terminates
all rights and obligations of the parties, including the termination of all
license rights previously granted to Sysmex by Matritech, except as specifically
contained in the Termination Agreement. The Termination Agreement
also requires Sysmex to cease use of all NMP179 antibodies and reagents and
to
certify destruction of any remaining supplies. By November 15, 2007,
Sysmex will make a final payment of $16,667 to Matritech and Matritech will
release restrictions on the shares of Matritech common stock purchased by
Sysmex
under the Exclusive Agreement. The escrow agreement among Sysmex,
Matritech and American Tissue Culture Collection is also being terminated
with a
return of the escrowed material to Matritech. The Termination
Agreement contains mutual releases between the parties. A copy of the
Termination Agreement is attached hereto as Exhibit 10.1 and incorporated
herein
by reference.
The description
of the
Termination Agreement contained in this Current Report on Form 8-K is qualified
in its entirety by reference to this document.
On
September 28, 2007, Matritech issued
a press release announcing the termination of the Exclusive Agreement with
Sysmex. A copy of
this
press release
is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01
Financial Statements
and Exhibits.
|
Exhibit
No.
|
|
Description
|
|
10.1
|
|
Termination
Agreement by and between Sysmex Corporation and Matritech, Inc.
dated
September 28, 2007
|
|
|
|
|
|
99.1
|
|
Press
Release issued by Matritech, Inc. on September 28, 2007 announcing
the
termination of its License and Supply Agreement with Sysmex
Corporation
|
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.
|
MATRITECH,
INC.
|
|
|
|
|
|
|
|
|
|
|
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Date
October 2, 2007
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By:
|
/s/ Stephen
D. Chubb
|
|
|
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Name: Stephen
D. Chubb
|
|
|
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Title:
Chief Executive Officer
|
|
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EXHIBIT
INDEX
Exhibit
No.
|
|
Description
|
10.1
|
|
Termination
Agreement by and between Sysmex Corporation and Matritech,
Inc. dated
September 28, 2007
|
|
|
|
99.1
|
|
Press
Release issued by Matritech, Inc. on September 28, 2007 announcing
the
termination of its License and Supply Agreement with Sysmex
Corporation
|
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