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): November 30, 2006
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of
Incorporation)
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000-26648
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75-2402409
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1250
Pittsford-Victor Road, Building 200, Suite 280, Pittsford, New
York
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14534
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Page
1 of
3
Section
1 - Registrant’s Business and Operations
Item
1.01. Entry
into a Material Definitive Agreement
(a)
As
previously announced, on August 14, 2006, eXegenics, Inc. (the “Company”)
entered into a Stock Purchase Agreement (the “Purchase Agreement”) with a group
of investors led by Phillip Frost, M.D, for the sale of shares of the Company’s
common stock. The shares of common stock to be issued to the purchasers will
constitute, upon issuance, 51% of the issued and outstanding shares of common
stock of the Company, on a fully-diluted basis. Effective November
30, 2006, the parties to the Purchase Agreement executed an amendment
to the Purchase Agreement, which amendment consents to the assignment of certain
of the purchase obligations and extends the outside date for consummation of
the
transactions described in the Purchase Agreement to March 31, 2007.
The
description above is qualified in its entirety by reference to the Amendment
to
the Stock Purchase Agreement which is filed with this Current Report on Form
8-K
as Exhibit 10.1 and is incorporated herein by reference.
Additional
Information
In
connection with the proposed sale and issuance of shares of eXegenics common
stock and amendment of eXegenics's certificate of incorporation, eXegenics
will file a proxy statement with the Commission. SECURITY HOLDERS ARE URGED
TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE COMMISSION, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Security holders may obtain a free copy of the proxy statement
(when available) and other documents filed by eXegenics at the Commission's
web
site at www.sec.gov. The proxy statement and such other documents may also
be obtained free of charge from eXegenics Inc. by directing such request to
eXegenics Inc., 1250 Pittsford-Victor Road, Building 200, Suite 280,
Pittsford, New York 14534, tel: (585) 218-4368.
eXegenics
and certain of its directors, executive officers and other members of its
management and employees may be considered to be soliciting proxies from
eXegenics stockholders in favor of the proposed sale and issuance of shares
of
eXegenics common stock and amendment of eXegenics's certificate of
incorporation. INFORMATION CONCERNING PERSONS WHO MAY BE CONSIDERED PARTICIPANTS
IN THE SOLICITATION OF EXEGENICS’ STOCKHOLDERS UNDER THE RULES OF THE COMMISSION
IS SET FORTH IN THE PROXY STATEMENT FOR THE 2006 ANNUAL MEETING OF EXEGENICS
INC. FILED BY EXEGENICS WITH THE COMMISSION ON DECEMBER 13, 2005. Updated
information concerning these persons will be available in the proxy
statement.
(b)
On
December 4, 2006, eXegenics, Inc. (the “Company”) entered into an amendment to
the Stockholders Rights Agreement between the Company and American Stock
Transfer & Trust Company, as Rights Agent (the “Amendment”).
In
June
of 2003, the Company adopted a stockholders rights plan (the "Rights Plan").
Under the Rights Plan, each holder of the Company’s common stock as of the close
of business on June 9, 2003 received one right for each share of common stock
held. Each right entitles the holder to purchase from the Company one
one-thousandth of a share of Series B Junior Participating Preferred Stock
at an
exercise price of $4.50, which price is subject to adjustment. If a person
acquires beneficial ownership of 15 percent or more of the Company’s common
stock, each right entitles the holder (other than the acquiring person or
members of an acquiring group) to purchase, at the right’s then current exercise
price, a number of shares of the Company’s common stock having a market value of
twice such price. As previously announced, on August 14, 2006, the Company
entered into the Purchase Agreement with a group of investors led
by Phillip Frost, M.D, for the sale of shares of the Company’s common stock. The
shares of common stock to be issued to the purchasers will constitute, upon
issuance, 51% of the issued and outstanding shares of common stock of the
Company, on a fully-diluted basis.
Pursuant
to the Amendment, the purchasers under the Purchase Agreement described above
will not be deemed to be “Acquiring Persons” under the Rights Plan, so that a
closing of the transactions contemplated by the Purchase Agreement will not
be a
triggering event giving rise to purchase rights under the Rights
Plan.
The
description above is qualified in its entirety by reference to the Amendment
to
Stockholder Rights Agreement which is filed with this Current Report on Form
8-K
as Exhibit 99.1 and is incorporated herein by reference.
Section
3 - Securities and Trading Markets
Item
3.03 Material
Modification to Rights of Security Holders
The
information set out in subparagraph (b) of the response to item 1.01 above
is
incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits:
10.1 Amendment
to Stock Purchase Agreement
99.1
Amendment to Stockholders Rights Agreement
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.
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eXegenics,
INC.
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December
4, 2006
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By:
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/s/
John A. Paganelli
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John
A. Paganelli, Chairman of the
Board,
Chief Executive Officer
(Interim)
Chief
(Principal
Executive Officer)
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