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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): DECEMBER 22, 1998
TRANSCEND THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-22383 04-3174575
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification No.)
738 MAIN STREET, SUITE 431, WALTHAM, MASSACHUSETTS 02451
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 374-1200
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ITEM 5. OTHER EVENTS.
On December 22, 1998, the registrant signed a definitive merger agreement
to be acquired by KeraVision, Inc., a vision correction company. The registrant
has agreed under the merger agreement to wind down its operations as a drug
development company, and none of the registrant's employees will be retained
after the closing of the transaction. Concurrently, certain stockholders of the
registrant, representing approximately 51 percent of the outstanding common
stock of the registrant, agreed to vote in favor of the merger. The merger is
subject to customary conditions, including approval by the registrant's
stockholders. Pursuant to the merger agreement, KeraVision is entitled to a
breakup fee of $500,000 if the merger is terminated for certain reasons.
The registrant announced the signing of the agreement in a press release
dated December 23, 1998, a copy of which is attached hereto as Exhibit 99 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99 Press Release of Registrant dated December 23, 1998
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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.
TRANSCEND THERAPEUTICS, INC.
(Registrant)
Date: January 7, 1999 By: /s/ B. Nicholas Harvey
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B. Nicholas Harvey, President
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EXHIBIT 99
Wednesday December 23, 7:29 am Eastern Time
Company Press Release
SOURCE: Transcend Therapeutics, Inc.
Transcend Therapeutics Enters Into a Definitive Merger
Agreement To be Acquired by KeraVision, Inc.
CAMBRIDGE, Mass., Dec. 23 /PRNewswire/ -- Transcend Therapeutics, Inc. (Nasdaq:
TSND - news) today announced that it has signed a definitive merger agreement to
be acquired by KeraVision, Inc. (Nasdaq: KERA - news), a vision correction
company. Transcend, which has an anticipated net cash balance of approximately
$8 million, has agreed under the merger agreement to wind down its operations as
a drug development company. No Transcend employees will be retained after the
closing of the transaction.
Transcend stockholders will receive shares of KeraVision common stock with a
value equal to the amount of net cash of Transcend as of the closing date plus a
premium of between 20 percent and 30 percent, depending on the price of
KeraVision stock prior to the closing of the merger.
As of September 30, 1998, the Company had 5,763,091 shares of Common Stock
outstanding.
Certain stockholders of Transcend representing approximately 51 percent of the
outstanding common stock of Transcend have agreed to vote in favor of the
merger. The merger is subject to customary conditions including approval by
Transcend stockholders. Pursuant to the merger agreement, KeraVision is entitled
to a breakup fee of $500,000 if the merger is terminated for certain reasons.
KeraVision, Inc. began selling its initial vision correction technology in
Canada this year and is in late stages of FDA review to possibly sell its
technology in the U.S.
KeraVision, founded in 1986, is creating a new category of non-laser vision
correction products that are designed especially for low to moderate myopia
(nearsightedness) and low to moderate hyperopia (farsightedness). These products
are potential alternatives to eyeglasses, contact lenses and vision correction
surgeries that permanently alter the eye's central optical zone.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995. The statements which are not historical facts contained in this release
are forward-looking statements that involve risks and uncertainties, including,
but not limited to, conditions to or delays in the anticipated closing of the
KeraVision merger, the net cash balance of Transcend as of the close of the
merger, and other risks detailed in the company's and KeraVision's Securities
and Exchange Commission filings.
