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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): OCTOBER 25, 1999
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DIATIDE, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-28434 04-3078258
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(Commission File Number) (I.R.S. Employer Identification No.)
Nine Delta Drive
Londonderry, New Hampshire 03053
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(Address of Principal Executive Offices) (Zip Code)
(603) 437-8970
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 25, 1999, BXA Acquisition Company, a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of Schering Berlin Inc., a
Delaware corporation ("Schering"), accepted for payment all of the 11,175,564
shares of the Registrant's common stock, $.001 par value per share (the
"Shares"), which were validly tendered and not properly withdrawn pursuant to
a tender offer commenced on September 24, 1999 by the Purchaser. This number
of shares equaled approximately 93% of the Registrant's outstanding common
stock at October 25, 1999. The Purchaser paid $9.50 in cash for each Share
tendered in the tender offer, which expired at 12:00 midnight, New York City
time, on Friday, October 22, 1999.
The tender offer was made pursuant to an Agreement and Plan of
Merger, dated as of September 17, 1999 (the "Merger Agreement"), by and among
the Registrant, the Purchaser and Schering. The Merger Agreement provides
that, following the consummation of the tender offer and satisfaction of the
other conditions set forth in the Merger Agreement and in accordance with the
relevant provisions of the Delaware General Corporation Law (the "Delaware
Law"), the Purchaser will be merged with and into the Registration (the
"Merger"), the Registrant will be the surviving corporation (the "Surviving
Corporation") and the Surviving Corporation will be a wholly owned subsidiary
of Schering. The Purchaser has indicated that it will acquire all remaining
untendered shares of the Registrant's common stock by means of a "short-form"
merger and that it expects to effect the Merger on or about November 1, 1999.
Upon the effective time of the Merger, each outstanding share (other
than shares held by the Registrant, Schering or the Purchaser or any other
subsidiary of Schering, and shares held by stockholders, if any, who are
entitled to and perfect their appraisal rights under Section 262 of the
Delaware Law) will be cancelled and converted into the right to receive $9.50
per share in cash, without interest thereon. Pursuant to the Delaware Law,
the Purchaser can effect the Merger without obtaining any further approval
from the directors or stockholders of the Registrant.
In addition, on October 26, 1999, in connection with the tender
offer and the Merger, the Purchaser also acquired the 1,210,256 shares of
outstanding Series A convertible preferred stock of the Registrant for $9.75
per share and the 825,309 shares of outstanding Series B convertible
preferred stock of the Registrant for $9.50 per share.
SOURCE OF FUNDS
The Purchaser has advised the Registrant that the total amount of
funds required by the Purchaser to purchase the 11,175,964 Shares pursuant to
the offer and
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to pay related fees and expenses was approximately $128 million. The
Purchaser has advised the Registrant that it obtained such funds from
Schering and that Schering obtained such funds from its available corporate
funds.
OFFICERS AND DIRECTORS OF THE REGISTRANT
The Merger Agreement provides that, promptly upon the acceptance for
payment of and payment by the Purchaser for any Shares pursuant to the Offer,
the Purchaser shall designate such number of the Registrant's directors,
rounded to the nearest whole number, as will give the Purchaser
representation on the Registrant's Board of Directors equal to at least that
number of directors which is the product of (a) the total number of the
Company's directors (after giving effect to the directors elected or
appointed in accordance with this procedure) multiplied by (b) the percentage
that (i) such number of Shares so accepted for payment and paid for by the
Purchaser plus the number of shares of the Registrant's capital securities
otherwise owned by Schering or the Purchaser or any other subsidiary of
Schering bears to (ii) the number of shares of the Registrant's capital
securities then outstanding, and the Registrant shall, at such time, use its
best efforts to take such actions as are necessary to cause the Purchaser's
designees to be so elected or appointed, including increasing the size of the
Registrant's Board of Directors or using its best efforts to secure the
resignations of incumbent directors or both.
Pursuant to this provision of the Merger Agreement, on October 28,
1999, at a meeting of the Registrant's Board of Directors: (i) the Registrant
accepted the resignation of the following directors: Hirsch Handmaker, Robert
S. Lees and Joseph F. Lovett; and (ii) the following four designees of the
Purchaser were elected to the Company's Board of Directors: Robert A Chabora,
Joseph A. Gould, Jr., John Nicholson and Alan D. Sokaler.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: October 29, 1999 DIATIDE, INC.
By: /S/ RICHARD T. DEAN
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Richard T. Dean
President and Chief
Executive Officer
