<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 16, 2000
MAXIM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
<TABLE>
<S> <C>
1-14430 87-0279983
(Commission File No.) (IRS Employer Identification No.)
</TABLE>
8899 UNIVERSITY LANE, SUITE 400
SAN DIEGO, CALIFORNIA 92122
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (858) 453-4040
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 16, 2000 (the "Closing Date"), Maxim Pharmaceuticals, Inc., a
Delaware corporation ("Maxim"), completed the acquisition of all of the
outstanding capital stock of Cytovia, Inc., a Delaware corporation ("Cytovia").
The acquisition was effected pursuant to that certain Agreement and Plan of
Merger and Reorganization (the "Merger Agreement"), dated as of June 2, 2000, by
and among Maxim, M-80 Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Maxim ("Merger Sub"), and Cytovia, whereby Merger Sub was merged
with and into Cytovia (the "Merger"), with Cytovia being the surviving
corporation in the Merger and a wholly-owned subsidiary of Maxim. The Merger is
intended to qualify as a tax-free reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended, and will be accounted
for as a "purchase." A copy of the Merger Agreement is attached hereto as
Exhibit 2.1 and incorporated herein by reference.
At the effective time of the Merger, each outstanding share of Cytovia
common stock (including the shares of Cytovia common stock issued upon
conversion of the outstanding Cytovia preferred stock prior to the Merger) was
converted into the right to receive 0.3805 shares of Maxim common stock. In
addition, Maxim assumed all of the outstanding options and warrants to purchase
capital stock of Cytovia in connection with the Merger, and such options and
warrants are now exercisable for shares of Maxim common stock, with appropriate
adjustment to exercise price and share numbers based on the 0.3805 exchange
ratio. The shares of common stock of Maxim issued in the Merger were issued in a
private transaction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. Maxim is
obligated under the terms of the Merger Agreement to file a registration
statement within 30 days to allow resale of the common stock. However, Cytovia's
stockholders have entered into a lock-up agreement that prevents them from
currently selling any of the Maxim common stock received in the Merger. After
three months, 25% of these shares are released from the lock up agreement, and
an additional 25% are released at the end of each subsequent three-month period.
There were no material relationships between Maxim or any of its
affiliates, directors or officers and the persons to whom Maxim issued shares of
Maxim common stock in the Merger.
A further description of the Merger is set forth in the Press Release
issued by the Company, dated June 20, 2000, a copy of which is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
(1) Financial statements of Cytovia, Inc.
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION
(1) Unaudited pro forma combined financial information of Maxim
Pharmaceuticals, Inc.
The following unaudited pro forma combined financial
information is being filed herewith:
Unaudited pro forma combined statement of operations for the
nine months ended June 30, 2000.
Unaudited pro forma combined statement of operations for the
year ended September 30, 1999.
(c) EXHIBITS.
*2.1 Agreement and Plan of Merger and Reorganization, dated as of
June 2, 2000, by and among Maxim Pharmaceuticals, Inc., M-80
Acquisition Corp. and Cytovia, Inc.
*2.2 Form of Lock-Up Agreement dated as of June 16, 2000 by and
between Maxim Pharmaceuticals, Inc. and the former
stockholders of Cytovia, Inc.
*2.3 Financial statements of Cytovia, Inc.
2.4 Pro forma combined financial statements of Maxim
Pharmaceuticals, Inc. and Cytovia, Inc.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
*99.1 Press release dated June 20, 2000.
------------
*Previously filed on June 30, 2000 as an exhibit to this form 8-K.
<PAGE>
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, thereunto duly authorized.
MAXIM PHARMACEUTICALS, INC.
Dated: August 22, 2000 By: /s/ DALE A. SANDER
--------------------------------
Dale A. Sander
Chief Financial Officer
(Principal Accounting Officer
and Officer duly authorized to
sign this report on behalf of
the registrant)
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
*2.1 Agreement and Plan of Merger and Reorganization, dated as of
June 2, 2000, by and among Maxim Pharmaceuticals, Inc., M-80
Acquisition Corp. and Cytovia, Inc.
*2.2 Form of Lock-Up Agreement dated as of June 16, 2000 by and
between Maxim Pharmaceuticals, Inc. and the former
stockholders of Cytovia, Inc.
*2.3 Financial statements of Cytovia, Inc.
2.4 Pro forma combined financial statements of Maxim
Pharmaceuticals, Inc. and Cytovia, Inc.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
*99.1 Press release dated June 20, 2000.
</TABLE>
------------
*Previously filed on June 30, 2000 as an exhibit to this form 8-K.
