<PAGE> 1
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: July 26, 1999 Commission File No. 000-22347
(Date of earliest event reported)
ASCENT PEDIATRICS, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 04-3047405
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
187 Ballardvale Street, Wilmington, Massachusetts 01887
- ------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(978) 658-2500
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS
On July 26, 1999, Ascent Pediatrics, Inc. ("Ascent") announced that on
July 23, 1999 it had completed its previously announced strategic alliance with
Alpharma USPD Inc. In connection with the completion of the strategic alliance,
Ascent merged with one of its subsidiaries and each share of Ascent common stock
was converted into one depositary receipt subject to a call option which
Alpharma received pursuant to the strategic alliance. The depositary receipts
are quoted and can be traded on the OTC Bulletin Board.
A copy of the press release announcing the completion of the strategic
alliance and the listing of the depositary receipts on the OTC Bulletin Board
has been filed with this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. EXHIBITS
99.1 Press release dated July 26, 1999.
2
<PAGE> 3
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.
Dated: July 27, 1999 ASCENT PEDIATRICS, INC.
/s/ John G. Bernardi
-------------------------------------
John G. Bernardi
Vice President, Finance and Treasurer
3
<PAGE> 4
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
99.1 Press release dated July 26, 1999.
4
<PAGE> 1
<TABLE>
<CAPTION>
<S> <C>
[ASCENT PEDIATRICS LOGO]
- --------------------------------------------------------------------------------------------------
187 Ballardvale Street o Suite 8125 o Wilmington, MA 01887 o Phone 978-658-2500 o Fax 978-658-3939
</TABLE>
FOR IMMEDIATE RELEASE
- ---------------------
ASCENT PEDIATRICS, INC.
Alan R. Fox, CEO or
John G. Bernardi, Vice President, Finance
Tel: 978-658-2500
Fax: 978-658-3939
Lisa Carlton-Wilson
In-Site Communications, Inc.
Tel: 212-759-3929
ASCENT PEDIATRICS ANNOUNCES COMPLETION OF ALPHARMA STRATEGIC ALLIANCE
Wilmington, MA - July 26, 1999 -- Ascent Pediatrics, Inc. (OTCBB: ASCTP)
announced today that on July 23, 1999 following its Annual Meeting of
stockholders, Ascent completed its previously announced strategic alliance with
Alpharma, Inc. (NYSE:ALO) As part of the strategic alliance, Alpharma, through
its subsidiary Alpharma USPD, Inc., agreed to provide up to $40 million in
financing to Ascent through a 7.5% convertible subordinated note due in 2004 and
2005. Up to $12 million of the proceeds can be used for general corporate
purposes, with $28 million reserved for projects and acquisitions intended to
enhance the growth of Ascent. Prior to the completion of the strategic alliance,
Ascent has borrowed an aggregate of $4 million under the note.
In addition, as part of the strategic alliance Alpharma has the option during a
specified period during the first half of year 2002 to acquire the then
outstanding shares of Ascent for cash at a price to be determined by an
earnings-based formula. In connection with the completion of the strategic
alliance, Ascent merged with one of its subsidiaries and each share of Ascent
common stock was converted into one depositary receipt subject to Alpharma's
purchase option. The depositary receipts are quoted and can be traded on the OTC
Bulletin Board.
"We are pleased with the completion of our strategic alliance with Alpharma and
with our stockholder's recognition of the value of this alliance," commented
Alan Fox, President and Chief Executive Officer of Ascent. "Under the terms of
the strategic alliance, we believe that our stockholders will receive fair value
for their investment should Alpharma choose to exercise its purchase option in
2002. If Alpharma chooses not to exercise its option, then Ascent will have had
access to reasonably priced capital which we believe we can use to build our
business through R&D and acquisitions, resulting as well in enhanced value."
Ascent Pediatrics, Inc. is a drug development and marketing company focused
exclusively on the pediatric market. The Company's strategy is to address the
unmet medical needs of children through the development of differentiated,
proprietary products based on approved compounds with well-known clinical
profiles. Ascent is developing a range of pharmaceuticals designed to improve
upon currently available products for common pediatric illnesses through the
application of its drug delivery and reformulation techniques.
- more -
<PAGE> 2
Investors are cautioned that this press release contains forward-looking
statements that involve a number of risks and uncertainties. For this purpose,
any statements that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, the words
"believes", "anticipates", "expects", "intends", "will", and similar expressions
are intended to identify forward-looking statements. Information contained in
these forward-looking statements is inherently uncertain, and actual performance
and results may differ materially from those indicated by such forward-looking
statements due to numerous factors, including but not limited to the following:
the risks of uncertainty related to the approval of Primsol antibiotic solution
and Orapred syrup, uncertainty relating to the success of the strategic alliance
with Alpharma and the loans to be provided thereunder, capital needs, the
Company's early stage of development, seasonality and variable operating
results, dependence on new product development, dependence on obtaining
regulatory approval to market products, management of growth, inability to
retain or attract customers due to competition, uncertainty in the healthcare
industry, risk of product liability claims and uncertainties with respect to our
co-promotion arrangement. These factors, as well as a number of other important
factors, are more fully described in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Certain Factors that May Affect Future Results", which description is
incorporated herein by this reference, and in its other SEC filings.
# # #
