View:
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) July 6, 2000
SurModics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State of Other Jurisdiction of Incorporation)
0-18050 41-1356149
(Commission File Number) (I.R.S. Employer Identification No.)
9942 West 74th Street
Eden Prairie, Minnesota 55344
(Address of Principal Executive Offices) (Zip Code)
(612) 829-2715
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5 Other Events.
On July 6, 2000, SurModics, Inc. issued a press release announcing it
has entered into a licensing and development agreement with Motorola, Inc.'s
BioChip Systems unit which grants Motorola exclusive rights to SurModics'
proprietary PhotoLink(R) technology for use in Motorola's biochips. A copy of
the press release is filed as Exhibit 99 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired:
Not Applicable.
(b) Pro Forma Financial Information:
Not Applicable.
(c) Exhibits:
See Exhibit Index on page following Signatures.
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.
SURMODICS, INC.
Date: July 6, 2000 By /s/ James C. Powell
James C. Powell
President & Chief Operating Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBIT INDEX
to
FORM 8-K
SURMODICS, INC.
Exhibit Number Exhibit Description
- -------------- -------------------
99 Press release dated July 6, 2000.
Exhibit 99
Contact Information:
For Motorola:
Anne Stuessy
Motorola, Inc.
(847) 538-6192
Anne.Stuessy@motorola.com
For SurModics:
James C. Powell
President & Chief Operating Officer
SurModics, Inc.
(952) 829-2700
MOTOROLA BIOCHIP SYSTEMS AND SURMODICS SIGN GENOMICS-RELATED
LICENSE AND DEVELOPMENT AGREEMENT
NORTHBROOK, Illinois and EDEN PRAIRIE, Minnesota -- July 6, 2000 --
Motorola, Inc.'s (NYSE: MOT) BioChip Systems unit and SurModics, Inc. (NASDAQ:
SRDX) announced today that they have entered into a licensing and development
agreement granting Motorola exclusive rights to SurModics' proprietary
PhotoLink(R) technology for use in Motorola's biochips.
The 3D-Link(TM) Activated Slide, introduced by SurModics in 1999, uses
PhotoLink technology to create a three-dimensional matrix which allows the
attachment and embedding of nucleic acids (DNA, RNA) to form bioarrays. The
relationship formed between Motorola and SurModics includes an exclusive license
to PhotoLink technology for use in nucleic acid and protein biochips,
collaborative research on further technology advances, and an equity investment
in SurModics by Motorola. The total value of Motorola's financial commitment to
SurModics is expected to exceed $25 million over the next four years.
- more -
As part of the agreement, Motorola and SurModics are forming a Joint
Development Committee, comprised of personnel from both companies, to oversee
the collaborative research effort. Additionally, SurModics will develop and
supply various chemical reagents to be used by Motorola in its bioarray
production.
"SurModics' unique material fits extremely well with the three-dimensional
bioarray platform we have developed," said Nicholas Naclerio, vice president and
general manager of Motorola BioChip Systems. "SurModics brings a depth of
experience in photo-reactive polymers which we believe will strongly contribute
to the performance of our product. We're excited about this relationship, the
future developments that will result from it and how it complements the set of
strategic partnerships we continue to build. "
James Powell, President and Chief Operating Officer of SurModics, said: "We are
very pleased to announce the formation of what we see as the first step in a
long-term partnership. Not only does Motorola have a history of developing a
vision for businesses in emerging markets, they also have the necessary
resources and experience to make that vision a reality. Therefore, we are
confident that Motorola has positioned itself to emerge as a leader in the
biochip arena. As we committed to shareholders last year, this represents
another use of the PhotoLink technology platform beyond the success we have
generated in lubricious surfaces on medical devices."
Motorola expects to release products incorporating PhotoLink technology this
year, including bioarray systems for expression analysis and single nucleotide
polymorphism (SNP) genotyping.
Although the agreements have been finalized by both companies, the transaction
is subject to approval by the Antitrust Division of the U.S. Department of
Justice and Federal Trade Commission. Action on the application is expected
within 30 days.
- more -
About SurModics
SurModics, Inc. (NASDAQ: SRDX) is a leading provider of surface modification
solutions to medical device, diagnostic and industrial manufacturers. SurModics'
PhotoLink(R) surface modification technology offers the most diverse range of
surface performance capabilities available today including lubricity,
hemocompatibility, infection resistance, drug incorporation, wettability, tissue
engineering, and DNA immobilization. SurModics commercializes its PhotoLink
technology through licensing relationships with medical device, diagnostic and
industrial companies. To learn more about SurModics, go to its Web site at
www.surmodics.com.
About Motorola
Motorola, Inc. (NYSE: MOT) is a global leader in providing integrated
communications solutions and embedded electronic solutions. Sales in 1999 were
$33.1 billion. For more information, visit Motorola at http://www.motorola.com.
Motorola BioChip Systems was established in 1998 to develop products which
enable the delivery of better healthcare through the understanding and practical
application of genomics. The business unit is currently developing a family of
biochip products and services for research and diagnostic applications. The
products under development at Motorola BioChip Systems will enable scientists
and healthcare professionals to quickly and accurately analyze the DNA, RNA and
proteins in living cells. In the future, the outcomes from this work will lead
to the delivery of faster and more individualized healthcare.
Motorola and the Motorola logo are registered trademarks of Motorola Inc.
Forward-Looking Statements
Certain statements contained in this press release are considered
"forward-looking statements" which provide current expectations or forecasts of
future events, including SurModics, Inc.'s (the Company) expectations regarding
the growth in royalties and product introductions. These forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Reform Act of 1995. Such statements involve a variety of risks and
uncertainties, known and unknown. Important factors that could cause actual
results to differ from expected or historic results include, among others, the
Company's ability to attract new licensees and to enter into agreements for
additional applications with existing licensees, the willingness of potential
customers to sign license agreements under the terms offered by the Company, the
success of existing licensees in selling products incorporating the Company's
technology, strategies of customers, market demand, and general economic
factors, such as consumer confidence and inflation. Investors are advised to
consult any further disclosures by the Company on this subject in its filings
with the Securities and Exchange Commission.
# # #