UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 15, 2002 ZONAGEN, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-21198 76-0233274 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 2408 TIMBERLOCH PLACE, SUITE B-4 THE WOODLANDS, TEXAS 77380 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) (281) 367-5892 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 5. OTHER EVENTS On July 15, 2002, Zonagen, Inc. issued a press release announcing that the Company and Schering-Plough Corporation have mutually agreed to terminate the worldwide licensing agreements that cover Zonagen's phentolamine based technologies for sexual dysfunction including VASOMAX(TM). The agreements had been in place since November 14, 1997. The technology was returned to Zonagen for undisclosed present and future considerations. The press release is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein. ITEM 7. EXHIBITS Exhibit 99.1 -- Press Release dated July 15, 2002. 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. ZONAGEN, INC. Date: July 15, 2002. By: /s/ Louis Ploth, Jr. ---------------------------------------- Louis Ploth, Jr. Vice President, Business Development and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description ------- ------------ 99.1 Press Release dated July 15, 2002.