UNITED STATES
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
May 16, 2008
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Date of Report (Date of earliest event reported):
ACCELR8 TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in charter)
Colorado 0-11485 84-1072256
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7000 North Broadway, Building 3-307, Denver, CO 80221
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(Address of principal executive offices)
(303) 863-8808
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Effective May 16, 2008, Accelr8 Technology Corporation (the "Accelr8") and
Becton, Dickinson and Company ("BD") entered into a Research and Option
Agreement (the "Agreement").
The Agreement provides for the establishment of a research program from the
date of the Agreement until October 31, 2009 whereby BD will fund certain
research work by Accelr8 relating to Accelr8's BACcel(TM) rapid pathogen
diagnostics platform (the "BACcel Platform"). The research program includes
mutually agreed upon milestones to support BD's product development planning.
Under the terms of the Agreement, in connection with the research program,
Accelr8 will receive certain periodic payments from BD between the date of the
Agreement and July 1, 2009.
The Agreement also grants BD an option to acquire for an upfront payment an
exclusive license (the "Exclusive License") from Accelr8 for certain know-how
and patent rights relating to the BACcel Platform. The Exclusive License also
provides for the Company to receive royalty payments on worldwide sales. The
Exclusive License contains certain diligence requirements for BD to develop and
commercialize such products. If BD exercises the option but fails to meet
certain terms of the Exclusive License, Accelr8 has the option to convert the
Exclusive License to a non-exclusive license. If BD does not exercise the
Exclusive License Accelr8 will receive a non-exclusive license from BD for
certain intellectual property.
Pursuant to the Agreement, from the date of the Agreement until October 31,
2009, Accelr8 agreed not to engage in or participate in any discussions or
negotiations with parties other than BD for the joint development of, licensing
of or intellectual property relating to the BACcel Platform.
Unless earlier terminated pursuant to the terms of the Agreement, the
Agreement shall terminate upon the Exclusive License Agreement or the
non-exclusive license from BD to Accelr8 coming into effect.
The foregoing is a summary of certain of the material terms of the
Agreement and the Exclusive License and does not purport to be complete.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1. Press Release dated May 20, 2008 regarding Research and
Option 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.
Date: May 21, 2008 ACCELR8 TECHNOLOGY CORPORATION
By: /s/ Thomas V. Geimer
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Thomas V. Geimer, Chief Executive Officer