Filed by Endorex Corporation pursuant to Rule 425 of the Securities Act of 1933,
as amended, and deemed to be filed pursuant to Rule 14a-6 of the Securities
Exchange act of 1934, as amended.
Subject: Corporate Technology Development, Inc.
Commission File No. 333-70750
ON NOVEMBER 9, 2001, ENDOREX CORPORATION, A DELAWARE CORPORATION, ISSUED THE
FOLLOWING PRESS RELEASE:
[LOGO]
28101 BALLARD ROAD, SUITE F
LAKE FOREST, IL 60045
WWW.ENDOREX.COM
COMPANY CONTACT: INVESTOR/MEDIA CONTACT:
Michael Rosen Dian Griesel, Ph.D./Lisa Lindberg
President & CEO The Investor Relations Group
847-573-8990 212-825-3210
MROSEN@ENDOREX.COM THEPROTEAM@AOL.COM
FOR IMMEDIATE RELEASE
ENDOREX REPORTS THIRD QUARTER 2001 RESULTS
DATE SET FOR ANNUAL MEETING OF STOCKHOLDERS OF ENDOREX
Chicago - November 9, 2001 - Endorex Corporation (AMEX:DOR) announced today its
third quarter financial results for 2001.
For the three-month period ended September 30, 2001, the Company reported a net
loss of $1,461,596 or ($0.11) per share, basic and diluted, versus a loss of
$1,453,962 or ($0.11) per share for the third quarter ended September 30, 2000.
Net loss includes preferred stock dividends, which are paid-in-kind in shares of
preferred stock.
Total operating expenses for the third quarter of 2001 were $1,118,029 compared
to $696,590 for the same period last year. This increase in total operating
expenses was due to increased drug delivery research and development activities
for oral peptides and oral small molecules. The increase in proprietary research
and development expense was offset in part by a reduction in expenses related to
the joint ventures with Elan. Equity losses in joint ventures were $42,392
during the third quarter of 2001 compared with losses of $648,779 during the
same period in 2000. Additionally, during the third quarter of 2001, Endorex and
Novo Nordisk A/S mutually agreed to end further joint research efforts to
evaluate the oral delivery of Norditropin(R) (Novo brand of human growth
hormone), and terminate the joint research and option agreement.
In the beginning of October, Endorex filed a registration statement on Form S-4
with the Securities and Exchange Commission ("SEC") in connection with its
previously announced proposed acquisition of Corporate Technology Development,
Inc. ("CTD"), a privately held specialty pharmaceutical company based in Miami,
Florida. That registration statement was declared effective by the SEC on
October 23, 2001.
Endorex's annual shareholders' meeting has been set for November 29, 2001, to be
held at Endorex's offices in Lake Forest, Illinois at 10:00 a.m. CST. At the
annual meeting, shareholders of record as of October 23, 2001 will be asked to
vote for the proposed issuance of Endorex
common stock, options and warrants in connection with the merger of a wholly
owned subsidiary of Endorex with and into CTD, in addition to other matters.
Upon completion of the merger, Endorex will possess a broadened product pipeline
with the addition of two oral drug candidates currently in clinical development.
CTD's lead product candidate is orBec(TM), an oral form of the drug
beclomethasone diproprionate, which is currently being studied in a phase III
clinical trial for the treatment of intestinal graft-versus-host disease
("iGVHD"). Additionally, on November 1, 2001, CTD announced that it had
initiated a second clinical trial with orBec(TM), a phase II trial for the
treatment of Crohn's disease. The U.S. Food and Drug Administration recently
granted Enteron Pharmaceuticals, Inc., a majority owned subsidiary of CTD,
orphan drug designation for use of orBecTM to prevent graft-versus-host disease
("GVHD"). Additionally, Enteron already was granted orphan drug designation for
the treatment of iGVHD. GVHD is a life-threatening complication that affects the
skin, liver, and gastrointestinal tract following bone marrow transplants
currently used to treat various types of cancer. Crohn's disease is a
gastrointestinal disorder often producing significant morbidity, including
hospitalization and surgery. orBec(TM) has received "fast track" designation by
the FDA. As of Sept. 30, 2001, CTD had no debt and approximately $4.4 million in
cash.
Endorex is a development-stage drug delivery company developing oral and mucosal
formulations of protein- and peptide-based drugs that are traditionally
delivered in an injectable format. Endorex anticipates that this alternative
delivery system will enhance patient quality of life and potentially reduce the
healthcare cost related to needle-based delivery. For further information
regarding Endorex, please visit the company's website located at
WWW.ENDOREX.COM.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT INVOLVE A
NUMBER OF KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. THESE STATEMENTS ARE ONLY
PREDICTIONS AND ACTUAL EVENTS OR RESULTS IN FUTURE PERIODS MAY DIFFER MATERIALLY
FROM WHAT IS CURRENTLY ANTICIPATED. IN PARTICULAR, WE CANNOT ASSURE YOU THAT WE
WILL BE ABLE TO SUCCESSFULLY DEVELOP OR COMMERCIALIZE PRODUCTS BASED ON OUR
TECHNOLOGY, PARTICULARLY IN LIGHT OF THE SIGNIFICANT UNCERTAINTY INHERENT IN
DEVELOPING DRUG DELIVERY PRODUCTS, CONDUCTING CLINICAL TRIALS AND OBTAINING
REGULATORY APPROVALS, THAT OUR TECHNOLOGIES WILL PROVE TO BE SAFE AND EFFECTIVE,
THAT OUR CASH EXPENDITURES WILL BE AT PROJECTED LEVELS, THAT WE WILL BE ABLE TO
OBTAIN FUTURE FINANCING OR FUNDS, THAT WE OR OUR JOINT VENTURES OR OUR
COLLABORATIONS WITH OTHER COMPANIES IN THE U.S. AND ABROAD WILL SUCCESSFULLY
DEVELOP PRODUCTS OR BECOME PROFITABLE, THAT OUR JOINT VENTURES OR OUR
COLLABORATIONS WITH OTHER COMPANIES WILL CONTINUE, THAT OUR BUSINESS STRATEGY
WILL BE SUCCESSFUL OR THAT WE WILL BE ABLE TO CARRY OUT OUR PLANS FOR 2001 AND
BEYOND. THIS PRESS RELEASE ALSO CONTAINS FORWARD-LOOKING STATEMENTS REGARDING
ENDOREX'S, CTD'S, AND THE COMBINED COMPANIES' PLANS, EXPECTATIONS, INTENTIONS
AND STRATEGIES. THESE STATEMENTS INCLUDE FORWARD-LOOKING STATEMENTS ABOUT
ENDOREX'S, CTD'S AND THE COMBINED COMPANIES' PRODUCTS, PRODUCT DEVELOPMENT AND
PRODUCT PIPELINE. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE OR
RESULTS AND ACTUAL RESULTS COULD DIFFER MATERIALLY FROM CURRENT EXPECTATIONS.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT
LIMITED TO, PRODUCT INTEGRATION RISK, THE POSSIBILITY THAT THE OPERATIONS AND
MANAGEMENT OF ENDOREX AND CTD WILL NOT BE SUCCESSFULLY INTEGRATED, THE
POSSIBILITY THAT THE MERGER MIGHT NOT BE CONSUMMATED, THE EFFECTS OF THE PUBLIC
ANNOUNCEMENT ON THE PROGRESS OF CERTAIN DRUG DEVELOPMENT PROJECTS AND THAT
BENEFITS SOUGHT TO BE ACHIEVED BY THE TRANSACTION WILL NOT BE ACHIEVED.
FURTHERMORE, ENDOREX, CTD, AND THE COMBINED COMPANIES CANNOT ASSURE YOU THAT
THEY WILL BE ABLE TO SUCCESSFULLY DEVELOP OR COMMERCIALIZE PRODUCTS BASED ON
THEIR TECHNOLOGY, PARTICULARLY IN LIGHT OF THE SIGNIFICANT UNCERTAINTY INHERENT
IN DEVELOPING DRUG AND DRUG DELIVERY PRODUCTS, CONDUCTING CLINICAL TRIALS AND
OBTAINING REGULATORY APPROVALS, THAT THEIR TECHNOLOGIES WILL PROVE TO BE SAFE
AND EFFECTIVE, THAT THEIR CASH EXPENDITURES WILL BE AT PROJECTED LEVELS, THAT
PRODUCT DEVELOPMENT AND COMMERCIALIZATION EFFORTS WILL NOT BE REDUCED OR
DISCONTINUED DUE TO DIFFICULTIES OR DELAYS IN CLINICAL TRIALS OR DUE TO LACK OF
PROGRESS OR POSITIVE RESULTS FROM RESEARCH AND DEVELOPMENT EFFORTS, THAT THEY
WILL BE ABLE TO SUCCESSFULLY PATENT, REGISTER OR PROTECT THEIR TECHNOLOGY,
TRADEMARKS AND PRODUCTS, OR THAT THE BUSINESS STRATEGIES OF ENDOREX, CTD, OR THE
COMBINED COMPANIES WILL BE SUCCESSFUL. IN ADDITION TO THE MATTERS DESCRIBED IN
THIS PRESS
RELEASE, RISK FACTORS AS DESCRIBED FROM TIME TO TIME IN ENDOREX'S FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING, BUT NOT LIMITED TO,
OUR MOST RECENT REPORTS ON FORM 10-QSB, FORM 10-KSB, AS AMENDED, AND OUR
REGISTRATION STATEMENT ON FORM S-4, AS AMENDED, MAY AFFECT OUR FINANCIAL
RESULTS. WE ASSUME NO OBLIGATION TO UPDATE THE INFORMATION IN THIS RELEASE.
ADDITIONAL INFORMATION AND WHERE TO FIND IT: ENDOREX HAS FILED A REGISTRATION
STATEMENT ON SEC FORM S-4 AND ENDOREX AND CTD HAVE FILED A JOINT PROXY
STATEMENT/PROSPECTUS WITH THE SEC IN CONNECTION WITH THE TRANSACTION. THE
REGISTRATION STATEMENT WAS DECLARED EFFECTIVE ON OCTOBER 23, 2001 AND THE
JOINT PROXY STATEMENT/PROSPECTUS CONTAINING INFORMATION ABOUT ENDOREX, CTD
AND THE MERGER WAS MAILED TO STOCKHOLDERS OF ENDOREX AND CTD ON OCTOBER 26,
2001. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY. THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CONTAIN
IMPORTANT INFORMATION ABOUT ENDOREX, CTD, THE MERGER, THE PERSONS SOLICITING
PROXIES RELATING TO THE TRANSACTION, THEIR INTERESTS IN THE TRANSACTION AND
RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE
COPIES OF THESE DOCUMENTS THROUGH THE WEBSITE MAINTAINED BY THE SEC AT
HTTP://WWW.SEC.GOV. FREE COPIES OF THE JOINT PROXY STATEMENT/PROSPECTUS AND
THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FROM ENDOREX BY DIRECTING A
REQUEST BY MAIL TO ENDOREX AT 28101 BALLARD DRIVE, SUITE F, LAKE FOREST, IL
60045-4544, TELEPHONE (847) 573-8990, OR FROM CTD BY DIRECTING A REQUEST BY
MAIL TO CTD AT 1680 MICHIGAN AVENUE, SUITE 700, MIAMI, FLORIDA 33139,
TELEPHONE 305-777-2258. IN ADDITION TO THE REGISTRATION STATEMENT AND THE
JOINT PROXY STATEMENT/PROSPECTUS, ENDOREX FILES ANNUAL, QUARTERLY AND SPECIAL
REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC. YOU MAY READ
AND COPY ANY REPORTS, STATEMENTS OR OTHER INFORMATION FILED BY ENDOREX AT THE
SEC PUBLIC REFERENCE ROOMS AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549
OR AT ANY OF THE SEC'S OTHER PUBLIC REFERENCE ROOMS IN NEW YORK, NEW YORK AND
CHICAGO, ILLINOIS. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER
INFORMATION ON THE PUBLIC REFERENCE ROOMS. ENDOREX'S FILINGS WITH THE SEC ARE
ALSO AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND
AT THE WEBSITE MAINTAINED BY THE SEC AT HTTP://WWW.SEC.GOV.
ENDOREX, CTD, DIRECTORS AND CERTAIN EXECUTIVE OFFICERS OF ENDOREX AND CTD, D.F.
KING AND CERTAIN AFFILIATES AND EMPLOYEES OF D.F. KING, MAY BE CONSIDERED
PARTICIPANTS IN THE SOLICITATION OF PROXIES IN CONNECTION WITH THE MERGER. D.F.
KING WILL BE PAID TO SOLICIT PROXIES IN CONNECTION WITH THE MERGER. CERTAIN
ENDOREX AND CTD DIRECTORS AND EXECUTIVE OFFICERS ENDOREX MAY HAVE DIRECT OR
INDIRECT INTERESTS IN THE MERGER DUE TO SECURITIES HOLDINGS OF ENDOREX AND CTD
AND RIGHTS TO BONUS PAYMENTS FOLLOWING THE MERGER. IN ADDITION, CERTAIN
DIRECTORS AND OFFICERS, AFTER THE MERGER, WILL BE INDEMNIFIED BY ENDOREX AND
WILL BENEFIT FROM INSURANCE COVERAGE FOR LIABILITIES THAT MAY ARISE FROM THEIR
SERVICE AS DIRECTORS AND OFFICERS OF CTD PRIOR TO THE MERGER. ADDITIONAL
INFORMATION REGARDING THE PARTICIPANTS IN THE SOLICITATION IS CONTAINED IN THE
JOINT PROXY STATEMENT/PROSPECTUS FILED BY ENDOREX AND CTD WITH THE SEC.
###
ENDOREX CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)...
THREE MONTHS ENDED SEPTEMBER 30 NINE MONTHS ENDED SEPTEMBER 30
------------------------------- -------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
REVENUES $ -- $ -- $ -- $ --
RESEARCH & DEVELOPMENT EXPENSES 595,319 204,851 1,766,813 673,044
GENERAL & ADMINISTRATIVE EXPENSES 522,710 491,739 1,430,979 1,473,260
TOTAL OPERATING EXPENSES 1,118,029 696,590 3,197,792 2,146,304
OPERATING LOSS (1,118,029) (696,590) (3,197,792) (2,146,304)
EQUITY LOSSES IN JOINT VENTURES (42,392) (622,850) (620,053) (2,201,706)
OTHER INCOME -- -- (1,577) --
NET INTEREST INCOME 73,505 212,944 340,871 510,890
------------ ------------ ------------ ------------
NET LOSS (1,086,916) (1,106,496) (3,478,551) (3,837,120)
PREFERRED STOCK DIVIDENDS (374,680) (347,466) (1,111,821) (1,034,844)
NET LOSS AVAILABLE TO
COMMON SHAREHOLDERS (1,461,596) (1,453,962) (4,590,373) (4,871,964)
BASIC & DILUTED NET LOSS PER SHARE
AVAILABLE TO COMMON SHAREHOLDERS $ (0.11) $ (0.11) $ (0.36) $ (0.41)
WEIGHTED AVERAGE SHARES OUTSTANDING 12,741,858 12,741,858 12,741,858 12,009,995
BALANCE SHEET DATA: SEPTEMBER 30, 2001 DECEMBER 31, 2000
-------------------------------------- ------------------ -----------------
Cash and securities $ 8,090,848 $12,846,251
Working capital 5,171,547 10,112,440
Total assets 10,196,836 13,669,458
Long-term debt 129,236 204,162
Stockholders' equity & preferred stock 7,077,625 10,546,145