SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 1, 2001
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Endorex Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-14778 41-1505029
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(Commission File Number) (I.R.S. Employer Identification No.)
28101 Ballard Drive, Suite F, Lake Forest, Illinois 60045
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(Address of Principal Executive Offices) (Zip Code)
(847) 573-8990
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(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events
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Endorex Corporation ("Endorex"), Roadrunner Acquisition, Inc., a
wholly-owned subsidiary of Endorex ("Roadrunner"), and Corporate
Technology Development, Inc. ("CTD") entered into a definitive
Agreement and Plan of Merger and Reorganization (the "Merger
Agreement") dated as of July 31, 2001, to combine Endorex and CTD in
a stock-for-stock transaction. Under the Merger Agreement, Roadrunner
will merge with and into CTD and in connection therewith, CTD
stockholders will receive .271443 of a share of Endorex common stock
for each CTD common share and 1.008466 shares of Endorex common stock
for each CTD preferred share (the "Merger"). Immediately following the
Merger, CTD's stockholders will own approximately 43% of the
outstanding common stock of Endorex. Merger is conditioned upon the
approval of the stockholders of both companies, other customary terms
and satisfaction of certain other conditions. The Merger Agreement
contains potential $1 million break-up fees which would become payable
by either Endorex or CTD, as applicable, in the event of certain
specified occurrences. The Merger Agreement prohibits Endorex from
directly or indirectly taking certain actions relating to the
solicitation of alternative proposals or offers for Endorex to acquire
other entities, except in limited circumstances, and CTD is prohibited
from directly or indirectly taking certain actions relating to the
solicitation of competing proposals or offers to acquire all or any
part of CTD's stock or assets.
The Merger is intended to constitute a reorganization under Section
368 of the Internal Revenue Code of 1986, as amended, and to be
accounted for as a purchase transaction.
Stockholders of CTD holding approximately 60.5% of CTD's outstanding
preferred stock and approximately 63.1% of CTD's outstanding common
stock have entered into a voting agreement pursuant to which they have
agreed to vote for the Merger (the "Voting Agreement").
The boards of directors of Endorex and CTD have each approved the
Merger and the Merger Agreement and have agreed to recommend that
their respective stockholders vote in favor of the Merger. An
independent financial advisor retained by Endorex rendered their
opinion to the board of directors of Endorex that the Merger is fair
to the stockholders of Endorex from a financial point of view.
The foregoing description of the Merger Agreement, the Voting
Agreement and the transactions contemplated thereby do not purport to
be complete and are qualified in their entirety by reference to the
Merger Agreement and the Voting Agreement, a copy of each of which
will be filed with the Securities and Exchange Commission at a later
date in an appropriate filing.
A copy of Endorex's and CTD's joint press release regarding the Merger
and the Merger Agreement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference in its entirety.
All stockholders should read the joint proxy statement/prospectus
concerning the Merger that will be filed with the SEC and mailed to
stockholders. The joint proxy statement/prospectus will contain
important information that stockholders should consider before making
any decision regarding the Merger. You will be able to obtain the
joint proxy statement/prospectus, as well as other filings containing
information about Endorex, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus
and the SEC filings that will be incorporated by reference in the
joint proxy statement/prospectus will also be available, without
charge, by contacting the Secretary of the appropriate company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
99.1 Press Release dated August 1, 2001.
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.
Endorex Corporation
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(Registrant)
By: /s/ Michael S. Rosen
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Name: Michael S. Rosen
Title: Chief Executive Officer
Dated: August 1, 2001
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated August 1, 2001