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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 30, 1999
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SIBIA NEUROSCIENCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-28310 95-3616229
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
505 Coast Boulevard South, Suite 300, La Jolla, California 92037
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 452-5892
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On July 30, 1999, SIBIA Neurosciences, Inc. (the "Company")
entered into that certain Agreement and Plan of Merger (the "Merger Agreement")
between the Company, Merck & Co., Inc. ("Merck") and MC Subsidiary Corp., a
wholly owned subsidiary of Merck ("Offeror") whereby Offeror would commence a
tender offer to purchase all of the outstanding shares of the Company's Common
Stock at a purchase price of $8.50 per share, net to the seller in cash (the
"Offer") and, upon consummation of the Offer, effect a merger of Offeror into
the Company (the "Merger"). In connection with the execution of the Merger
Agreement, the Company and ChaseMellon Shareholders Services, L.L.C., as the
Rights Agent ("ChaseMellon"), entered into that certain First Amendment to
Rights Agreement dated as of July 30, 1999 (the "First Amendment") thereby
amending that certain Rights Agreement dated March 17, 1999 (the "Rights
Agreement") between the Company and ChaseMellon to provide that the terms of the
Rights Agreement would not be applicable to either the Offer or the Merger to
the extent they were conducted in accordance with the terms and conditions set
forth in the Merger Agreement. A copy of the First Amendment is attached hereto
as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) 99.1 First Amendment to Rights Agreement dated
July 30, 1999 amending the Rights Agreement dated
March 17, 1997 between SIBIA Neurosciences, Inc.
and ChaseMellon Shareholder Services L.L.C., as
Rights Agent
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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.
SIBIA NEUROSCIENCES, INC.
By: /s/ Thomas A. Reed
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Thomas A. Reed
Vice President, Finance/Administration
and Chief Financial Officer
Date: August 6, 1999
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INDEX TO EXHIBITS
99.1 First Amendment to Rights Agreement dated July 30, 1999 amending the
Rights Agreement dated March 17, 1997 between SIBIA Neurosciences, Inc.
and ChaseMellon Shareholder Services L.L.C., as Rights Agent
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EXHIBIT 99.1
SIBIA NEUROSCIENCES, INC.
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "AGREEMENT") is made as
of July 30, 1999 between SIBIA NEUROSCIENCES, INC., a Delaware corporation (the
"COMPANY"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (the "RIGHTS AGENT").
WHEREAS, the Company and the Rights Agent entered into that certain
Rights Agreement dated as of March 17, 1997 (the "RIGHTS AGREEMENT")
(capitalized terms used but not defined herein shall have the meaning assigned
to them in the Rights Agreement); and
WHEREAS, the Company and the Rights Agent desire to irrevocably amend
the Rights Agreement as provided below.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and conditions set forth below, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties to this
First Amendment to Rights Agreement hereby agree as follows:
AMENDMENT
1. Amendment of the Rights Agreement.
1.1 A new Section 35 of the Rights Agreement is hereby added as
follows:
"Section 35. Permitted Transactions. Reference is made to the
Agreement and Plan of Merger among SIBIA Neurosciences, Inc.,
Merck & Co., Inc. ("Parent") and MC Subsidiary Corp., dated as
of July 30, 1999, as it may be amended from time to time (the
"Merger Agreement"). All capitalized terms used in this Section
35 shall have the meaning given to them in the Merger Agreement
unless otherwise defined herein. Notwithstanding any other
provision of this Agreement, subject to the satisfaction of the
Minimum Condition, neither Parent nor Merger Sub nor any of
their respective affiliates shall be an Acquiring Person, and
neither a Distribution Date nor a Shares Acquisition Date shall
occur, and the Rights will not separate from the Common Stock,
as a result of the execution, delivery or performance of the
Merger Agreement, the Stock Option Agreement or the Shareholders
Agreement or the consummation of the Offer and the Merger or the
other transactions contemplated thereby in each case, in
accordance with the terms thereof, as such terms may be amended
by the parties thereto, and none of the Company, Parent, Merger
Sub, nor the Surviving Corporation, nor any of their respective
affiliates, shall have any obligations under this Agreement to
any holder (or former holder) of Rights as of and following the
consummation of the Offer and/or the Effective Time."
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Clause (iv) of Section 25(a) of the Rights Agreement is hereby
amended by the addition of "except in connection with the
transaction contemplated in Section 35 hereof" at the end of the
clause.
2. AMENDMENT OF SECTION 2. The first sentence of Section 2 of the Rights
Agreement is hereby amended to delete the following words: "and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Shares)."
3. AMENDMENT TO SECTION 20(c). Section 20(c) of the Rights Agreement is
hereby amended to add the following new sentence to the end of such section:
"Anything to the contrary notwithstanding, in no event shall the Rights Agent be
liable for special, punitive, indirect, consequential or incidental loss or
damage of any kind whatsoever (including but not limited to lost profits), even
if the Rights Agent has been advised of the likelihood of such loss or damage."
4. NO OTHER AMENDMENT. Except as modified by this Amendment, the Rights
Agreement shall remain in full force and effect without any modification. By
executing this Amendment below, the Company certifies that this Amendment has
been executed and delivered in compliance with the terms of Section 27 of the
Rights Agreement. This Amendment shall be deemed an amendment to the Rights
Agreement and shall become effective when executed and delivered by the Company
and the Rights Agent as provided under Section 27 of the Rights Agreement. This
Amendment shall be irrevocable and Merck & Co., Inc. and MC Subsidiary Corp.
shall be express third party beneficiaries hereof.
The foregoing Amendment is hereby executed as of the date first above
written.
THE COMPANY:
SIBIA NEUROSCIENCES, INC.
By: /s/ William T. Comer
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William T. Comer
President, Chief Executive Officer
RIGHTS AGENT:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ James Kirkland
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James Kirkland
Assistant Vice President
