SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 31, 2001
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ATLANTIC TECHNOLOGY VENTURES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27282 36-3898269
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
150 Broadway
Suite 1009 10038
New York, New York (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (212) 267-2503
Item 5. Other Events.
On January 31, 2001. Atlantic Technology Ventures, Inc. ("Atlantic") and
Optex Ophthalmologics, Inc. ("Optex"), a majority-owned subsidiary of Atlantic,
signed an asset purchase agreement (the "Optex Agreement") with Bausch & Lomb
Incorporated ("Bausch & Lomb") and Bausch & Lomb Surgical, Inc., a wholly owned
subsidiary of Bausch & Lomb, providing for the sale of substantially all of
Optex's assets to Bausch & Lomb. On February 2, 2001, Atlantic issued the press
release attached hereto as Exhibit 99.1 announcing the signing of the Optex
Agreement.
Because the Optex Agreement was signed on January 31, 2001, there did not
occur a "Repurchase Event" under the convertible preferred stock and warrants
purchase agreement (the "Purchase Agreement") between Atlantic and BH Capital
Investments, L.P. and Excalibur Limited Partnership (collectively, the
"Investors") due to failure of Optex to sign on or before January 31, 2001, a
binding definitive agreement with Bausch & Lomb providing for Optex's receipt of
$3,000,000 of cash proceeds.
For a description of the transaction with the Investors and a copy of the
related documents, including the Purchase Agreement, see Atlantic's Quarterly
Report on Form 10-QSB for the quarter ended September 30, 2000. For a
description of the stock repurchase agreement between Atlantic and the Investors
(the "Stock Purchase Agreement") and amendments to the Stock Purchase Agreement,
Purchase Agreement, and related documents, see Atlantic's Current Reports on
Form 8-K filed with the SEC on December 11, 2000, December 29, 2000, January 24,
2001, and January 30, 2001.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press release dated February 2, 2001
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Atlantic Technology Ventures, Inc. has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: February 5, 2001 ATLANTIC TECHNOLOGY VENTURES, INC
By: /s/ Frederic P. Zotos
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Frederic P. Zotos
President
From: Atlantic Technology Ventures, Inc.
Dan Klores Associates, Inc.
Public Relations -- Tel: (212) 685-4300
Contact: Vito A. Turso (212) 981-5156 or Michael Paluszek (212) 981-5149
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FOR IMMEDIATE RELEASE
Atlantic Technology Ventures Signs Asset Purchase Agreement For Sale of
Assets of Optex Ophthalmologics to Bausch & Lomb
NEW YORK, February 2, 2001 -- Atlantic Technology Ventures, Inc. (NASDAQ: ATLC),
a company engaged in developing and commercializing a portfolio of patented
technologies, announced today the signing of an asset purchase agreement (the
"Purchase Agreement") between Bausch & Lomb Incorporated (NYSE: BOL) and Optex
Ophthalmologics, Inc., a subsidiary of Atlantic, pursuant to which Bausch & Lomb
will acquire substantially all of the assets of Optex for an initial payment of
$3 million and ongoing royalty payment obligations upon product
commercialization as described in the pre-existing development, supply and
license agreement (the "Development Agreement") between Bausch & Lomb and Optex.
Asset Purchase Agreement to Acquire Optex
The Purchase Agreement provides that Bausch & Lomb will purchase the assets of
Optex for $3 million payable at closing, $1 million of which will be fully
creditable against future royalty payments at a 30% payout rate. In addition,
Optex will be entitled to receive additional consideration pursuant to the
Purchase Agreement, namely $1 million once Bausch & Lomb receives regulatory
approval to market the CatarexTM device in Japan, minimum royalties, and a
royalty on net sales. Finally, Optex also has the option to repurchase the
acquired assets from Bausch & Lomb if it abandons the CatarexTM project. The
Development Agreement will terminate upon the closing of the acquisition. The
closing will take place upon the satisfaction of certain conditions that
Atlantic expects will be met during the current fiscal quarter. One condition is
that Optex completes delivery of 2,400 CatarexTM handpieces as described in the
Development Agreement.
"The net financial effect of this proposed sale of Optex's assets is that Optex
will immediately receive a $3 million payment upon closing, instead of waiting
to receive the original $6 million clinical and regulatory milestone payments
pursuant to the Development Agreement," said Dr. A. Joseph Rudick, Jr.,
President of Optex and CEO of Atlantic. "Apart from this, Optex is still
entitled to receive royalty payments as described in the Development Agreement."
"The other main implication of this proposed sale is that Bausch & Lomb has
assumed complete responsibility and control of the CatarexTM development
program," said Dr. Rudick. "In addition, as owners of the CatarexTM technology,
Bausch & Lomb is responsible for clinical testing, obtaining regulatory approval
worldwide, and manufacturing and commercializing the CatarexTM device."
"We are pleased to be taking this important step with Bausch & Lomb," said Dr.
Rudick. "The dollar amount of this purchase speaks to Bausch & Lomb's commitment
and confidence that this product is moving closer to commercialization. Atlantic
will immediately benefit from receiving its 80% share of this purchase price
upon closing, and yet we are giving up little of our share in the long-term
profit potential of the CatarexTM device, because our royalties on the sale of
the CatarexTM device remain as described in the Development Agreement."
The CatarexTM Device
The CatarexTM device permits removal of the lens nucleus and cortex in a single
step through a small incision in the eye while leaving the lens capsule intact.
Bausch & Lomb and Atlantic believe that this approach presents several
advantages over the traditional methods of cataract extraction, namely "ECCE,"
and phacoemulsification, or "phaco," and has the potential to replace them. For
one, Bausch & Lomb and Atlantic expect that surgeons will be able to learn to
use the CatarexTM device more quickly than other methods, as the operating
principles of the CatarexTM device eliminate the need for skill-intensive
sculpting: the CatarexTM handpiece will simply be inserted into the lens
capsule, and the cataract will be removed in a matter of minutes. More
importantly, the CatarexTM device leaves the lens capsule essentially intact,
which would allow insertion of the liquid polymer lenses, once they are
developed. The use of injectable lenses in conjunction with the CatarexTM device
could result in the CatarexTM device being used not only in cataract surgery,
but also to treat all refractive errors, including presbyopia (the loss of near
vision that occurs with age).
The potential market for the CatarexTM device is significant. According to the
American Academy of Ophthalmology, each year 3.6 million cataract surgeries are
performed worldwide.
Atlantic Technology Ventures, Inc.
Atlantic Technology Ventures, Inc. is a publicly held venture capital company
specializing in early-stage, breakthrough technologies and rapidly incubating
these through a definitive proof-of-principle. Atlantic currently has four
technology investments: CatarexTM, a device for cataract removal; CT-3, a
synthetic derivative of marijuana for treating pain and inflammation; an
ownership interest in TeraComm Research, which is developing an HTS Fiber Optic
Transceiver; and 2-5A Antisense Enhancing Technology.
Safe Harbor Statement
Cautionary statement under the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995: This press release contains certain
forward-looking statements that relate to future scientific, business and
financial performance. These statements are only predictions and are subject to
a number of risks and uncertainties that may cause the actual events or results
to differ from those discussed or implied in these statements. These risks and
uncertainties include competition from other manufacturers of related
technologies, the unavailability of any necessary intellectual property rights
possessed by third parties, and certain of those risks described in Atlantic's
most recent report on Form 10-KSB with the Securities and Exchange Commission.
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