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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
March 11, 2003
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(Date of earliest event reported)
IMMUCELL CORPORATION
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(Exact name of registrant as specified in its charter)
0-15507
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(Commission file number)
DELAWARE 01-0382980
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
56 Evergreen Drive
Portland, ME 04103
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(Address of principal executive offices and zip code)
(207) 878-2770
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 7, 2003, DMV International Nutritionals, an operating division
of DMV USA LP of the Netherlands exercised its option to acquire the
Registrant's 50% interest in the joint venture, AgriCell Company, LLC for
$1,100,000. The joint venture was formed in 1996 with Agri-Mark Inc. of Methuen,
MA to produce and sell lactoferrin, a nutritional protein purified from milk
whey. DMV had paid the Registrant $100,000 in August 2001 for this option and
had invested in the joint venture while evaluating its operations during the
option period.
This joint venture and the related technology had no corresponding book
value. The $1,100,000 in proceeds from the sale is to be recorded as other
income in the first quarter of 2003. The Registrant has no ongoing interest in
or obligation to this operation.
A summary of this transaction was provided in a press release dated
March 11, 2003, a copy of which is filed as Exhibit 99 to this Current Report on
Form 8-K and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2. Membership Interest Assignment and Assumption Agreement
dated March 7, 2003.
99. Press release of the Registrant dated March 11, 2003.
SIGNATURE
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.
IMMUCELL CORPORATION
Date March 19, 2003 /s/ Michael F. Brigham
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Michael F. Brigham
President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
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2. Membership Interest Assignment and Assumption
Agreement dated March 7, 2003. 4
99. Press release of the Registrant dated March 11, 2003. 7