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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 (Date of earliest event reported): June 9, 2000
EPIX MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 000-21863 04-3030815
(State or other jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation) No.)
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71 ROGERS STREET
CAMBRIDGE, MASSACHUSETTS 02142
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 250-6000
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ITEM 5. OTHER EVENTS.
On June 9, 2000, the Registrant, Schering Aktiengesellschaft, a German
corporation ("Schering") and Mallinckrodt Inc. ("Mallinckrodt") publicly
disseminated a joint press release announcing that they had signed a series of
agreements to develop, manufacture and market MS-325, the Registrant's
cardiovascular magnetic resonance imaging agent formerly known by the
Mallinckrodt product name AngioMARK.
Under the terms of a Strategic Collaboration Agreement between the
Registrant and Schering (the "Collaboration Agreement"), Schering has agreed to
pay $10 million in an up-front fee, in addition to milestone payments, for the
exclusive rights to co-develop and sell MS-325 worldwide (excluding Japan). The
Registrant will assume responsibility for completing clinical trials and filing
for Food and Drug Administration approval in the United States, and Schering
will lead clinical activities for the product outside the United States.
Pursuant to an Amended and Restated Strategic Collaboration Agreement between
the Registrant and Mallinckrodt (the "Amended and Restated Collaboration
Agreement"), and pursuant to a long-term supply contract with Schering,
Mallinckrodt will assume responsibility for the manufacture and supply of MS-325
for clinical development and commercial use.
Also on June 9, 2000, the Registrant and Schering publicly disseminated a
joint press release announcing that, in addition to the worldwide rights
(excluding Japan) acquired by Schering to market MS-325, Schering will have an
option to develop and market an unspecified cardiovascular product from the
Registrant's product pipeline, and the Registrant will have an option to
participate in the development and marketing of two of Schering's products
currently in clinical trials, SHU 555C and Gadomer-17.
Concurrently with the execution of the Collaboration Agreement, the
Registrant and Schering Berlin Venture Corporation, an affiliate of Schering
("Schering BV") entered into a Stock Purchase Agreement pursuant to which the
Registrant agreed to issue, and Schering agreed to purchase, 1,112,075 shares of
the Registrant's common stock at a purchase price of $17.98 per share, an amount
equal to the 20-day average closing price of the Registrant's stock as of
May 5, 2000. In addition, in connection with the Stock Purchase Agreement, the
Registrant and Schering BV entered into a Standstill Agreement.
The Collaboration Agreement, the Amended and Restated Collaboration
Agreement, the Stock Purchase Agreement, the Standstill Agreement and each of
the joint press releases are filed as exhibits to this Form 8-K, and are
incorporated by reference into this Item 5. The foregoing description of such
documents and the transactions contemplated therein are qualified in their
entirety by reference to such exhibits.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1* Amended and Restated Strategic Collaboration Agreement, dated as of
June 9, 2000, among the Registrant, Mallinckrodt Inc. (a Delaware
corporation) and Mallinckrodt Inc. (a New York corporation)
10.2* Strategic Collaboration Agreement, dated as of June 9, 2000, between
the Registrant and Schering Aktiengesellschaft
10.3 Stock Purchase Agreement, dated as of June 9, 2000, between the
Registrant and Schering Berlin Venture Corporation
10.4 Standstill Agreement, dated as of June 9, 2000, between the
Registrant and Schering Berlin Venture Corporation
99.1 Joint Press Release of the Registrant, Schering Aktiengesellschaft
and Mallinckrodt Inc., dated June 9, 2000
99.2 Joint Press Release of the Registrant and Schering
Aktiengesellschaft, dated June 9, 2000
* Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.
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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.
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EPIX MEDICAL, INC.
(Registrant)
Date: June 29, 2000 /s/ MICHAEL D. WEBB
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Michael D. Webb
CHIEF EXECUTIVE OFFICER
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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10.1* Amended and Restated Strategic Collaboration Agreement,
dated as of June 9, 2000, among the Registrant, Mallinckrodt
Inc. (a Delaware corporation) and Mallinckrodt Inc. (a New
York corporation)
10.2* Strategic Collaboration Agreement, dated as of June 9, 2000,
between the Registrant and Schering Aktiengesellschaft
10.3 Stock Purchase Agreement, dated as of June 9, 2000, between
the Registrant and Schering Berlin Venture Corporation
10.4 Standstill Agreement, dated as of June 9, 2000, between the
Registrant and Schering Berlin Venture Corporation
99.1 Joint Press Release of the Registrant, Schering
Aktiengesellschaft and Mallinckrodt Inc., dated June 9, 2000
99.2 Joint Press Release of the Registrant and Schering
Aktiengesellschaft, dated June 9, 2000
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* Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.
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