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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
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Date of Report: JULY 2, 1999 Commission File No. 000-22347
(Date of earliest event reported)
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ASCENT PEDIATRICS, INC.
(Exact name of Registrant as specified in its Charter)
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DELAWARE 04-3047405
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
187 BALLARDVALE STREET, 01887
WILMINGTON, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
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(978) 658-2500
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On July 2, 1999, Ascent Pediatrics, Inc. ("Ascent") announced that it
had rescheduled its annual stockholder meeting from July 7, 1999 to July 23,
1999 at 10:00 a.m., local time, at the offices of Hale and Dorr LLP, 60 State
Street, Boston, Massachusetts.
A copy of the press release announcing the rescheduling of the annual
stockholder meeting and the conclusion of the $2.0 million debt financing 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 2, 1999.
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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 2, 1999 ASCENT PEDIATRICS, INC.
/s/ John G. Bernardi
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John G. Bernardi
Vice President, Finance and Treasurer
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
99.1 Press release dated July 2, 1999.
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FOR IMMEDIATE RELEASE
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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 NEW DATE FOR ANNUAL SHAREHOLDER MEETING
Wilmington, MA -- July 2, 1999 -- Ascent Pediatrics, Inc. (Nasdaq: ASCT)
announced today that it has rescheduled its annual shareholder meeting from July
7, 1999 to July 23, 1999 at 10:00 a.m., local time, at the offices of Hale and
Dorr LLP, 60 State Street, Boston, Massachusetts.
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.
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 solution and Orapred
syrup, capital needs, uncertainty relating to the consummation or success of the
strategic alliance with Alpharma and the loans to be provided thereunder, 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 arrangements. 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 Effect Future Results", which description is
incorporated herein by this reference, and in its other SEC filings.
