<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
September 21, 2000
Date of Report (Date of earliest event reported)
ESPERION THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16033 38-3419139
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3621 S. State Street, 695 KMS Place
Ann Arbor, MI 48108
(734) 332-0506
(Address of principal executive offices, including
zip code, and registrant's telephone number,
including area code)
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
The undersigned registrant hereby amends the following item of its
Current Report on Form 8-K filed October 6, 2000 for the event of September 21,
2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of businesses acquired
Financial statements for the year ended December 31, 1999 and for the period
from October 2, 1998 (inception) to December 31, 1998 are hereby incorporated
herein by reference from the Company's Registration Statement on Form S-1, as
amended (File No. 333-31032), and are included as Exhibit 99.2 to this Current
Report. Pursuant to the instructions to Item 7 of Form 8-K, unaudited financial
statements for the six months ended June 30, 2000 and 1999 are included on the
following pages:
2
<PAGE>
TALARIA THERAPEUTICS, INC.
(A Development Stage Enterprise)
BALANCE SHEET
JUNE 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current assets
Cash and cash equivalent .......................................... $ 513,518
Other current assets .............................................. 21,521
-----------
Total Assets ................................................... $ 535,039
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses ............................. $ 5,491
Other current liabilities ......................................... --
-----------
Total current liabilities ...................................... 5,491
-----------
Stockholders' equity
Preferred stock, $.0001 par value; authorized, 2,666,666 shares,
no shares issued ............................................... --
Series A convertible preferred stock, $.0001 par value; authorized,
issued and outstanding 1,500,000 shares ........................ 150
Series B convertible preferred stock, $.0001 par value; authorized
833,334 shares; issued and outstanding 833,334 shares........... 83
Common stock, $.0001 par value; authorized 9,000,000 shares
issued and outstanding 2,333,000 shares ........................ 233
Additional paid-in capital ........................................ 5,237,322
Deficit accumulated during the development stage .................. (4,708,240)
-----------
Net stockholders' equity .......................................... 529,548
-----------
Total Liabilities and Stockholders' Equity ..................... $ 535,039
===========
</TABLE>
See notes to financial statements
3
<PAGE>
TALARIA THERAPEUTICS, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30, October 2, 1998
-------------------------- (inception) to
1999 2000 June 30, 2000
----------- ----------- -------------
<S> <C> <C> <C>
Operating expenses incurred in the development stage:
Research and development ....................... $ 1,058,315 $ 813,168 $ 4,426,068
General and administrative ..................... 74,248 204,741 384,077
----------- ----------- -----------
Total operating expenses ......................... 1,132,563 1,017,909 4,810,145
Interest income ..................................... 18,896 36,678 101,905
----------- ----------- -----------
Net loss ............................................ $(1,113,667) $ (981,231) $(4,708,240)
=========== =========== ===========
Basic and diluted net loss per share................. $ (0.48) $ (0.42)
=========== ===========
Shares used in computing basic and diluted net
loss per share.................................... 2,333,000 2,333,000
=========== ===========
Pro forma basic and diluted net loss per share....... $ (0.21)
===========
Shares used in computing pro forma basic and
diluted net loss per share........................ 4,666,334
===========
</TABLE>
See notes to financial statements
4
<PAGE>
TALARIA THERAPEUTICS, INC
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
OCTOBER 2, 1998 (INCEPTION) TO JUNE 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Series A Series B
Convertible Convertible
Preferred Stock Preferred Stock Common Stock
------------------------------------------------------------------
Number Number Number
of Shares Amount of Shares Amount of Shares Amount
----------- ------ ----------- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Issuance of Series A convertible preferred stock ....... 1,500,000 $ 150 -- $ -- -- $ --
Issuance of common stock to founders ................... -- -- -- -- 1,090,000 109
Issuance of common stock in exchange for a license for a
patent and for technology ........................... -- -- -- -- 1,243,000 124
Net loss for the period ended December 31, 1998 ........ -- -- -- -- -- --
----------- ------ ----------- ------ ----------- ------
Balance, December 31, 1998 .......................... 1,500,000 150 -- -- 2,333,000 233
Issuance of Series B convertible preferred stock ....... -- -- 833,334 83 -- --
Issuance of stock options in exchange for research and
development services ................................ -- -- -- -- -- --
Net loss for the year ended December 31, 1999 .......... -- -- -- -- -- --
----------- ------ ----------- ------ ----------- ------
Balance, December 31, 1999 .......................... 1,500,000 150 833,334 83 2,333,000 233
Net loss for the six months ended June 30, 2000 ........ -- -- -- -- -- --
----------- ------ ----------- ------ ----------- ------
Balance, June 30, 2000 .............................. 1,500,000 $ 150 833,334 $ 83 2,333,000 $ 233
=========== ====== =========== ====== =========== ======
[WIDE TABLE CONTINUED FROM ABOVE]
<CAPTION>
Deficit
Accumulated
Additional During the Net
Paid-in Development Stockholders'
Capital Stage Equity
----------- ----------- -----------
<S> <C> <C> <C>
Issuance of Series A convertible preferred stock ....... $ 1,499,850 $ -- $ 1,500,000
Issuance of common stock to founders ................... 109,000 -- 109,109
Issuance of common stock in exchange for a license for a
patent and for technology ........................... 1,124,176 -- 1,124,300
Net loss for the period ended December 31, 1998 ........ -- (1,709,660) (1,709,660)
----------- ----------- -----------
Balance, December 31, 1998 .......................... 2,733,026 (1,709,660) 1,023,749
Issuance of Series B convertible preferred stock ....... 2,499,919 -- 2,500,002
Issuance of stock options in exchange for research and
development services ................................ 4,377 -- 4,377
Net loss for the year ended December 31, 1999 .......... -- (2,017,349) (2,017,349)
----------- ----------- -----------
Balance, December 31, 1999 .......................... 5,237,322 (3,727,009) 1,510,779
Net loss for the six months ended June 30, 2000 ........ -- (981,231) (981,231)
----------- ----------- -----------
Balance, June 30, 2000 .............................. $ 5,237,322 $(4,708,240) $ 529,548
=========== =========== ===========
</TABLE>
See notes to financial statements.
5
<PAGE>
TALARIA THERAPEUTICS, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30, October 2, 1998
--------------------------- (Inception) to
1999 2000 June 30, 2000
----------- ----------- -------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss ........................................................ $(1,113,667) $ (981,231) $(4,708,240)
Adjustments to reconcile net loss to net cash used in operating
activities:
Noncash research and development and compensation expense ..... -- -- 1,237,677
Increase in other current assets ........................... (300) (14,420) (21,521)
Increase (decrease) in accounts payable and accrued expenses 52,392 (307,153) 5,491
Increase (decrease) in other current liabilities ........... (3,505) -- --
----------- ----------- -----------
Net cash used in operating activities .................... (1,065,080) (1,302,804) (3,486,593)
----------- ----------- -----------
Cash flows from financing activities
Proceeds from the issuance of preferred stock ................... -- -- 4,000,002
Proceeds from the issuance of common stock ...................... -- -- 109
----------- ----------- -----------
Net cash provided by financing activities ................ -- -- 4,000,111
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents ............... (1,065,080) (1,302,804) 513,518
Cash and cash equivalents, beginning of period ..................... 1,040,531 1,816,322 --
----------- ----------- -----------
Cash and cash equivalents, end of period ........................... $ (24,549) $ 513,518 $ 513,518
=========== =========== ===========
SUPPLEMENTAL INFORMATION REGARDING NONCASH
ACTIVITIES
Exchange of common stock for a patent license and for technology -- -- $ 1,124,300
Exchange of stock options for research and development services . -- -- $ 4,377
Compensation in conjunction with stock issuance ................. -- -- $ 109,000
</TABLE>
See notes to financial statements.
6
<PAGE>
TALARIA THERAPEUTICS, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 Nature of Business and Summary of Significant Accounting Policies
Nature of Business
Talaria Therapeutics, Inc. (the "Company") was incorporated in Delaware
on September 24, 1998. The Company is a development stage enterprise engaged in
the development of treatments for cardiovascular diseases using therapeutic
liposomes. Since inception, the Company has been engaged in organizational
activities, including raising capital and research and development activities.
The Company has not generated any revenues and has not yet achieved profitable
operations, nor has it ever generated positive cash flows from operations.
The Company incurred a net loss of $981,231 for the six months ended
June 30, 2000. The Company has a deficit accumulated during the development
stage of $4,708,240 as of June 30, 2000. The net losses incurred by the Company
have consumed working capital.
Interim Financial Information
The financial statements as of June 30, 2000, for the six months ended
June 30, 1999 and 2000 and for the period from October 2, 1998 (inception) to
June 30, 2000 are unaudited and have been prepared on the same basis as the
audited financial statements and, in the opinion of management, include all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation of the financial position at such date, and the operating
results and cash flows for such periods, in accordance with generally accepted
accounting principles. Results for the interim period are not necessarily
indicative of the results to be expected for any subsequent period.
Note 2 Contingency
The Company has entered into an indemnification agreement with two
other plaintiffs in the patent infringement lawsuit filed by the Company. The
Company has agreed to indemnify those two other parties against any loss they
incur from actions against them arising from the patent infringement litigation.
Note 3 Subsequent Event
On September 21, 2000, the Company entered into a merger agreement
providing for the purchase of the Company by Esperion Therapeutics, Inc.
("Esperion"). Pursuant to the merger agreement, all of the outstanding shares of
stock of the Company will be exchanged for Esperion common stock. Upon the
achievement of certain future milestones, Esperion will make additional payments
in cash or Esperion stock to the Company's stockholders. The Company's
stockholders will also receive royalty payments in cash or common stock based on
future net sales of the product in North America.
7
<PAGE>
(b) Pro forma financial information
Pursuant to the instructions to Item 7 of Form 8-K, pro forma financial
statements for the year ended December 31, 1999 and the nine months ended
September 30, 2000 follow:
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined financial information for
Esperion set forth below gives effect to the acquisition of Talaria
Therapeutics, Inc. ("Talaria") using the purchase method of accounting, after
giving effect to the adjustments described in the accompanying notes. The
historical financial information set forth below has been derived from, and is
qualified by reference to, the consolidated financial information of Esperion
and Talaria and should be read in conjunction with those financial statements
and the notes thereto included elsewhere or incorporated by reference into this
report.
The pro forma condensed combined financial information does not purport
to represent what the consolidated results of operations or financial condition
of Esperion would actually have been if the Talaria acquisition, in fact, had
occurred at the beginning of the periods presented or to project the
consolidated financial position or results of operations as of any future date
or any future period.
8
<PAGE>
ESPERION THERAPEUTICS, INC. AND SUBSIDIARY
(A Company in the Development Stage)
CONDENSED COMBINED BALANCE SHEET
September 30, 2000
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents ............................... $ 75,638,476
Prepaid expenses and other .............................. 765,961
-------------
Total current assets .................................. 76,404,437
-------------
Furniture and equipment, net ............................... 2,221,695
Goodwill, net .............................................. 3,687,500
Deposits and other assets .................................. 558,765
-------------
$ 82,872,397
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt ....................... $ 495,495
Accounts payable ........................................ 2,641,239
Accrued liabilities ..................................... 4,400,135
-------------
Total current liabilities ............................. 7,536,869
-------------
Long-term debt, less current portion above ................. 2,483,010
-------------
Stockholders' Equity:
Common stock ............................................ 25,760
Convertible preferred stock ............................. 0
Additional paid-in-capital .............................. 110,511,555
Notes receivable ........................................ (73,875)
Accumulated deficit during the development stage ........ (34,823,699)
Deferred stock compensation ............................. (3,028,245)
Accumulated other comprehensive income .................. 241,022
-------------
Total stockholder's equity ............................ 72,852,518
-------------
$ 82,872,397
=============
The accompanying notes are an integral part of this balance sheet.
9
<PAGE>
ESPERION THERAPEUTICS, INC. AND SUBSIDIARY
(A Company in the Development Stage)
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year ended December 31, 1999
(unaudited)
<TABLE>
<CAPTION>
Pro Forma
Esperion Talaria Adjustments Pro Forma
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Operating expenses:
Research and development .... $ 8,484,125 $ 1,946,436 $ -- $ 10,430,561
General and administrative... 2,517,903 135,513 -- 2,653,416
Goodwill amortization ....... -- -- 750,000 (A) 750,000
------------ ------------ ------------ ------------
Total operating expenses.. 11,002,028 2,081,949 750,000 13,833,977
------------ ------------ ------------ ------------
Loss from operations ..... (11,002,028) (2,081,949) (750,000) (13,833,977)
Total other income ....... 331,844 64,600 -- 396,444
------------ ------------ ------------ ------------
Net loss ......................... $(10,670,184) $ (2,017,349) $ (750,000) $(13,437,533)
============ ============ ============ ============
Basic and diluted net loss
per share...................... $ (5.91) $ (5.13)
============ ============
Shares used in computing basic
and diluted net loss per share. 1,806,255 2,619,263 (C)
============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
10
<PAGE>
ESPERION THERAPEUTICS, INC. AND SUBSIDIARY
(A Company in the Development Stage)
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Pro Forma
Esperion Talaria Adjustments Pro Forma
------------ ------------ ------------ ------------
Nine Months Period from Nine Months Nine Months
Ended January 1 to Ended Ended
September 30, September 21, September 30, September 30,
2000 2000 2000 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Operating expenses:
Research and development ................ $ 16,867,161 $ 1,267,501 $ -- $ 18,134,662
General and administrative .............. 2,337,383 171,653 -- 2,509,036
Goodwill amortization ................... 62,500 -- 500,000 (A) 562,500
Purchased in process R&D ................ 4,000,000 -- (4,000,000)(B) --
------------ ------------ ------------ ------------
Total operating expenses ........... 23,267,044 1,439,154 (3,500,000) 21,206,198
------------ ------------ ------------ ------------
Income (loss) from operations ...... (23,267,044) (1,439,154) 3,500,000 (21,206,198)
Total other income ................. 1,256,592 44,664 -- 1,301,256
------------ ------------ ------------ ------------
Net income (loss) ............................ (22,010,452) (1,394,490) 3,500,000 (19,904,942)
Beneficial conversion feature upon issuance of
preferred stock ........................... (22,869,760) -- -- (22,869,760)
------------ ------------ ------------ ------------
Net income (loss) attributable to common
stockholders .............................. $(44,880,212) $ (1,394,490) $ 3,500,000 $(42,774,702)
============ ============ ============ ============
Basic and diluted net loss per share......... $ (7.14) $ (6.10)
============ ============
Shares used in computing basic and diluted
net loss per share..................... 6,285,788 7,017,495 (C)
============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
11
<PAGE>
ESPERION THERAPEUTICS, INC. AND SUBSIDIARY
(A Company in the Development Stage)
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(1) Description of the Acquisition
On September 21, 2000 (the "Closing Date"), Esperion Therapeutics, Inc.
(the "Company") acquired all of the outstanding shares of stock of Talaria in
exchange for the issuance of 813,008 shares of restricted Esperion common stock
to Talaria stockholders. Additionally, the merger agreement provides for the
following additional consideration to Talaria stockholders: (i) payment by the
Company of up to $6.25 million in cash and/or common stock based on the
achievement of four future development milestones; and (ii) payment by the
Company of royalties in cash and/or common stock based on net annual sales, as
defined in the merger agreement, of large unilamellar vesicles, or LUVs, in
North America. The milestones are due upon the enrollment of the first patient
in certain future clinical trials and upon each of the filing and approval of a
new drug application in the United States. These milestone payments will
increase the amount of the purchase price in the period when the milestone is
achieved. The royalty payments will be included in cost of sales in the period
when the respective sales are recognized. The combined milestone payments and
royalties are limited by an aggregate ceiling amount. The acquisition was
accounted for under the purchase method of accounting. As a result of this
allocation, the Company wrote-off approximately $4.0 million of acquired
in-process research and development based on an independent appraisal of the
fair values of assets acquired on the closing date. The excess aggregate
purchase price over the fair value of assets acquired was allocated to goodwill
and is being amortized on a straight-line basis over a period of five years.
(2) Basis of Presentation
The unaudited condensed combined balance sheet as of September 30, 2000
includes the acquisition of Talaria. The adjustments on the Closing Date were
based on the purchase price allocation below. The condensed combined balance
sheet includes incurred and accrued merger expenses of approximately $265,000.
The following table reflects the allocation of purchase price of
Talaria as of the Closing Date:
Tangible net assets (liabilities)......... $(167,714)
Purchased in-process R&D.................. 4,000,000
Goodwill and other intangible assets...... 3,750,000
----------
Total purchase price................... $7,582,286
==========
The unaudited pro forma condensed combined statements of operations for
the year ended December 31, 1999 and the nine months ended September 30, 2000
give effect to the acquisition as if it occurred on the first day of each of
those periods under the purchase method of accounting by combining the results
for the year ended December 31, 1999 of the Company with the results for the
same period of Talaria, and combining the results for the nine months ended
September 30, 2000 of the Company with the period from January 1, 2000 through
the Closing Date of Talaria. The selected unaudited pro forma combined financial
information reflects certain adjustments, including adjustments to reflect the
amortization of goodwill resulting from the acquisition. The amortization of
goodwill for the nine months ended September 30, 2000 includes actual
amortization of approximately $63,000 for the period from the Closing Date
through September 30, 2000. The basic and diluted net loss per share for
Esperion for the nine months ended September 30, 2000 includes 81,301 shares,
representing the weighted average of the shares issued to Talaria from the
Closing Date to September 30, 2000.
As required by Article 11 of Regulation S-X the unaudited pro forma
condensed statements of operations for the year ended December 31, 1999 and the
nine months ended September 30, 2000, exclude material non-recurring charges
which result directly from the merger and which were recorded on the Closing
Date, including the write-off of purchased in-process research and development
and incurred and accrued expenses resulting from the merger.
12
<PAGE>
ESPERION THERAPEUTICS, INC. AND SUBSIDIARY
(A Company in the Development Stage)
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(3) Pro Forma Adjustments
Pro forma adjustments for the unaudited pro forma condensed combined
statements of operations for the year ended December 31, 1999 and the nine
months ended September 30, 2000 are as follows:
(A.) To reflect amortization of goodwill and other intangible
assets resulting from the acquisition.
(B.) To remove the write-off of acquired in-process research and
development.
(C.) Basic and diluted net loss per share has been adjusted to
reflect the issuance of 813,008 shares of the Company's common
stock to Talaria stockholders, as if these shares had been
outstanding for the entire period.
(4) Purchased In-Process Research and Development
Purchased in-process research and development ("IPR&D") consists of
development work on the project in process at Talaria as of the Closing Date.
The development of this project has not yet reached technological feasibility
and is not expected to reach technological feasibility until 2004. Under SFAS
No. 2, the IPR&D should be written-off as it offers no alternative future use.
The Company allocated $4.0 million of the purchase price to the IPR&D
project. The allocation was determined by estimating the costs to develop the
acquired technology into a commercially viable product, estimating the resulting
net cash flows from the project and discounting the resulting net cash flows to
their present value. The Company expects to spend an additional $20.0 million in
third party costs over all phases of the research and development. Of these
remaining costs, approximately $15.0 million would relate to a Phase III
clinical trial which is expected to commence after the Phase II clinical trials
are completed, but not sooner than 2002. A discount rate of 35% was used to
discount the cash flows. The IPR&D write-off was recorded on the Closing Date.
13
<PAGE>
(c) Exhibits
Number Exhibit
---------- -------------------------------------------------------------------
2.1*@ (1) Agreement and Plan of Merger and Reorganization by and among
Esperion Therapeutics, Inc., Esperion Mergerco, Inc. and Talaria
Therapeutics, Inc. dated as of September 21, 2000.
2.2@ (2) Indemnification, Escrow and Participation Agreement by and among
Esperion Therapeutics, Inc., the stockholders of Talaria
Therapeutics, Inc., Rock Hill Ventures, Inc. and Sills Cummis Radin
Tischman Epstein & Gross dated as of September 21, 2000.
2.3 (1) Non-Competition Agreement by and among Esperion Therapeutics, Inc.,
Esperion Mergerco, Inc. and certain Talaria Parties dated as of
September 21, 2000.
23.4 Consent of Goldenberg Rosenthal, LLP
99.1 (1) Press release dated October 5, 2000 of Esperion Therapeutics, Inc.
99.2 Financial statements for the year ended December 31, 1999 and for
the period from October 2, 1998 (inception) to December 31, 1998
@ Confidential Treatment Requested
(1) Previously filed on October 6, 2000 on Form 8-K.
(2) Previously filed on October 6, 2000 on Form 8-K and refiled herewith.
*The schedules, including disclosure schedules, and similar attachments
to the Agreement and Plan of Merger and Reorganization have been omitted. The
disclosure schedules include exceptions and disclosures made by Talaria
Therapeutics, Inc. ("Talaria") in connection with the following: corporate
existence and power; government authorization; non-contravention of
organizational documents, laws and other obligations; capitalization of Talaria;
absence of undisclosed liabilities; title to properties and assets; rights and
absence of claims and encumbrances regarding intellectual property; absence of
certain changes in business; litigation; material contracts; tax compliance and
liabilities; employees; transactions with affiliates; insurance coverage;
compliance with laws and absence of defaults; environmental matters;
confidentiality and non-competition agreements signed by consultants and agents
of Talaria; certain negative covenants; and status of agreements among Talaria
and any of its securityholders or optionholders, or among any of the Talaria
securityholders or option holders. An additional schedule includes an
itemization of the amount or percentage of merger consideration to be paid to
each Talaria stockholder and/or held in escrow pursuant to this document and the
Indemnification, Escrow and Participation Agreement among the Company, the
stockholders of Talaria, Rock Hill Ventures, Inc. and Sills Cummis Radin
Tischman Epstein & Gross filed as Exhibit 2.2 to this Form 8-K/A. The other
attachments include the forms of other documents executed or to be executed
and/or filed pursuant to the Agreement and Plan of Merger and Reorganization.
Registrant agrees to furnish supplementally a copy of any of the
omitted schedules and attachments to the Securities and Exchange Commission upon
request.
14
<PAGE>
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: November 20, 2000 ESPERION THERAPEUTICS, INC.
(Registrant)
By: /s/ Roger S. Newton
--------------------------------------------
Roger S. Newton
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Timothy M. Mayleben
--------------------------------------------
Timothy M. Mayleben
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
15
<PAGE>
INDEX TO EXHIBITS
Number Exhibit
--------------- ----------------------------------------------------------------
2.1*@ (1) Agreement and Plan of Merger and Reorganization by and among
Esperion Therapeutics, Inc., Esperion Mergerco, Inc. and Talaria
Therapeutics, Inc. dated as of September 21, 2000.
2.2@ (2) Indemnification, Escrow and Participation Agreement by and among
Esperion Therapeutics, Inc., the stockholders of Talaria
Therapeutics, Inc., Rock Hill Ventures, Inc. and Sills Cummis
Radin Tischman Epstein & Gross dated as of September 21, 2000.
2.3 (1) Non-Competition Agreement by and among Esperion Therapeutics,
Inc., Esperion Mergerco, Inc. and certain Talaria Parties dated
as of September 21, 2000.
23.4 Consent of Goldenberg Rosenthal, LLP
99.1 (1) Press release dated October 5, 2000 of Esperion Therapeutics,
Inc.
99.2 Financial statements for the year ended December 31, 1999 and
for the period from October 2, 1998 (inception) to December 31,
1998
@ Confidential Treatment Requested
(1) Previously filed on October 6, 2000 on Form 8-K.
(2) Previously filed on October 6, 2000 on Form 8-K and refiled herewith.
* The schedules, including disclosure schedules, and similar
attachments to the Agreement and Plan of Merger and Reorganization have been
omitted. The disclosure schedules include exceptions and disclosures made by
Talaria Therapeutics, Inc. ("Talaria") in connection with the following:
corporate existence and power; government authorization; non-contravention of
organizational documents, laws and other obligations; capitalization of Talaria;
absence of undisclosed liabilities; title to properties and assets; rights and
absence of claims and encumbrances regarding intellectual property; absence of
certain changes in business; litigation; material contracts; tax compliance and
liabilities; employees; transactions with affiliates; insurance coverage;
compliance with laws and absence of defaults; environmental matters;
confidentiality and non-competition agreements signed by consultants and agents
of Talaria; certain negative covenants; and status of agreements among Talaria
and any of its securityholders or optionholders, or among any of the Talaria
securityholders or option holders. An additional schedule includes an
itemization of the amount or percentage of merger consideration to be paid to
each Talaria stockholder and/or held in escrow pursuant to this document and the
Indemnification, Escrow and Participation Agreement among the Company, the
stockholders of Talaria, Rock Hill Ventures, Inc. and Sills Cummis Radin
Tischman Epstein & Gross filed as Exhibit 2.2 to this Form 8-K/A. The other
attachments include the forms of other documents executed or to be executed
and/or filed pursuant to the Agreement and Plan of Merger and Reorganization.
Registrant agrees to furnish supplementally a copy of any of the
omitted schedules and attachments to the Securities and Exchange Commission upon
request.
16
