<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: March 2, 2000 Commission File No. 000-23467
-------------
(Date of earliest event reported)
PENWEST PHARMACEUTICALS CO.
---------------------------
(Exact name of Registrant as specified in its Charter)
Washington 91-1513032
---------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2981, Route 22, Patterson NY 12563-9970
- ---------------------------- ----------
(Address of principal executive offices) (Zip Code)
(914) 878-3414
--------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS
EXPECTED FUTURE ROYALTIES ON SALES OF GENERIC PROCARDIA XL
On March 2, 2000 Penwest Pharmaceuticals Co. ("Penwest") announced that, in
connection with a supply and distribution agreement between Mylan
Pharmaceuticals Inc. ("Mylan") and Pfizer Inc. ("Pfizer"), Penwest had entered
into an agreement with Mylan under which Mylan agreed to pay Penwest royalties
on net sales of the 30 mg generic version of Procardia XL. The agreement between
Mylan and Pfizer provides for Mylan to market a generic version of all three
dosage strengths of Pfizer's Procardia XL.
$18 MILLION PRIVATE PLACEMENT
On March 3, 2000, Penwest sold 1.4 million shares of its common stock in a
private placement to selected institutional and other accredited investors for
$18.2 million pursuant to definitive agreements entered into with such investors
on March 3, 2000.
Copies of the press releases announcing the forgoing matters have been filed
with this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively,
and are incorporated herein by reference.
ITEM 7. EXHIBITS
99.1 Press release dated March 2, 2000, regarding Penwest's agreement with
Mylan.
99.2 Press release dated March 3, 2000, regarding Penwest's $18 million
private placement.
<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: March 10, 2000 PENWEST PHARMACEUTICALS CO.
--------------------------------------
Jennifer L. Good
Vice President, Finance and Chief
Financial Officer
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
99.1 Press release dated March 2, 2000, announcing expectation to receive
royalty payments
99.2 Press release dated March 3, 2000, announcing $18 million private
placement
<PAGE> 1
EXHIBIT 99.1
PENWEST TO BE PAID ROYALTIES ON A GENERIC VERSION OF PROCARDIA XL
FOLLOWING MYLAN'S AGREEMENT WITH PFIZER
PATTERSON, NY, MARCH 2, 2000 - Penwest Pharmaceuticals Co. (NASDAQ: PPCO)
announced today that, in connection with the supply and distribution agreement
between Mylan Pharmaceuticals, Inc. and Pfizer, Inc., Mylan has agreed to pay a
royalty to Penwest on net sales of the 30 mg generic version of Procardia XL(R).
The royalties will be comparable to those called for in Penwest's original
agreement with Mylan for nifedipine XL, which was based on Penwest's TIMERx(R)
technology.
This follows the announcement today of Mylan's agreement with Pfizer to market a
generic version of all three strengths (30 mg, 60 mg, 90 mg) of Pfizer's
Procardia XL and the agreement that Pfizer will drop all pending litigation
against Mylan.
Mylan and Penwest developed the first AB-rated generic equivalent to Pfizer's 30
mg dose of Procardia XL. This product was approved by the FDA in December 1999
but had not yet been launched by Mylan due to pending litigation. As a result of
this agreement, Mylan, which has retained the marketing rights to nifedipine XL,
will launch the generic product for all three strengths.
Tod R. Hamachek, Penwest's Chairman and Chief Executive Officer said, "We are
proud of the TIMERx product developed with Mylan which enabled Mylan to receive
the first-to-file status and subsequently sign this deal. The marketing of this
generic alternative benefits Mylan, Penwest, and most importantly, consumers."
Penwest Pharmaceuticals Co. is engaged in the research, development and
commercialization of novel drug delivery technologies. Based on its experience
in developing and manufacturing tabletting ingredients for the pharmaceutical
industry, the Company has developed its proprietary TIMERx controlled release
drug delivery technology, which is applicable to a broad range of orally
administered drugs. The Company is also an established manufacturer and
distributor of excipients, the inactive ingredients used in binding,
disintegrating and lubricating tabletted pharmaceutical and nutritional
products.
The matters discussed herein contain forward-looking statements that involve
risks and uncertainties, which may cause Penwest's actual results in future
periods to be materially different from any future performance suggested herein.
For this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words, "believes," "anticipates," "plans," expects," and
similar expressions are intended to identify forward-looking statements. Such
risks and uncertainties include dependence on collaborators, the risk of patent
litigation, regulatory risks relating to the drug, actual and potential
competition, the timing and outcome of regulatory
<PAGE> 2
approval of products and other risks as set forth under the caption "Risk
Factors" in the Company's Annual Report on Form 10K, which is on file with the
Securities and Exchange Commission and which risk factors are incorporated by
reference.
<PAGE> 1
EXHIBIT 99.2
PENWEST ANNOUNCES $18 MILLION PRIVATE PLACEMENT
PATTERSON, N.Y., MARCH 3, 2000-- Penwest Pharmaceuticals Co. (NASDAQ: PPCO)
today announced that it has entered into definitive agreements for the sale of
1.4 million shares of newly issued common stock to selected institutional and
other accredited investors for $18.2 million. The purchase price of $13.00 per
share represents a discount of approximately 10% of a 20 prior day average
trading price of the Company's common stock. The shares of common stock have not
been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration. Banc of America Securities LLC served as the
placement agent for this transaction.
The Company intends to use the net proceeds of this offering for the repayment
of its line of credit, funding of research and development programs, and for
working capital and other general corporate purposes. The Company's weighted
average shares outstanding, prior to this transaction, were 11.1 million.
Penwest is engaged in the research, development and commercialization of novel
drug delivery technologies. Based on its experience in developing and
manufacturing tabletting ingredients for the pharmaceutical industry, the
Company has developed its proprietary TIMERx controlled release drug delivery
technology, which is applicable to a broad range of orally administered drugs.
The Company's product portfolio ranges from excipients that are sold in bulk, to
more technically advanced and patented technologies that are licensed to
customers.
The matters discussed herein contain forward-looking statements that involve
risks and uncertainties, which may cause Penwest's actual results in future
periods to be materially different from any future performance suggested herein.
For this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words, "believes," "anticipates," "plans," "expects," and
similar expressions are intended to identify forward-looking statements. Such
risks and uncertainties include the risk of patent litigation, regulatory risks
relating to the drug, actual and potential competition, the timing and outcome
of regulatory approval of products, dependence on collaborators and other risks
as set forth under the caption "Risk Factors" in the Company's Annual Report on
Form 10K, which is on file with the Securities and Exchange Commission and which
risk factors are incorporated by reference.
