SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 1995
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Circa Pharmaceuticals, Inc.
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(Exact Name of Registrant as specified in its charter)
New York 0-8049 11-1966265
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
33 Ralph Avenue, Copiague, New York 11726
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 842-8383
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Former name or former address, if changed since last report
<PAGE>
Item 5. Other Events.
(a) As of April 4, 1995, the Stockholder Protection Rights Agreement,
dated as of November 1, 1991 (the "Agreement"), between Circa Pharmaceuticals,
Inc. (the "Company") and American Stock Transfer & Trust Company, was amended
(the "Amendment"). The Amendment amends the definition of "Acquiring Person"
so that neither Watson Pharmaceuticals, Inc. ("Watson") nor Gum Acquisition
Corp., Watson's wholly-owned subsidiary, shall be considered an Acquiring
Person for any purpose under the Agreement by reason of the execution,
delivery and performance of the Agreement and Plan of Merger, dated as of
March 29, 1995 (the "Merger Agreement"), among Watson, the Company and Gum
Acquisition Corp.
The foregoing description is qualified in its entirety by
reference to the Agreement and the Amendment, each of which is incorporated
herein by this reference. A copy of the Amendment is attached hereto as
Exhibit 10.1 and is incorporated by reference herein. Capitalized terms not
defined herein have the meanings assigned to them in the Agreement, as
amended.
(b) On April 11, 1995, the Company was served with a complaint, filed
on April 4, 1995, in an action captioned Rachel Ballas, et al. v. Circa
Pharmaceuticals, Inc., et al. The action purports to be brought as a class
action in New York State Supreme Court on behalf of the plaintiffs and all
other similarly situated stockholders of the Company. The complaint names as
defendants Melvin Sharoky, Thomas P. Rice, Lawrence Raisfeld, Michael Fedida,
Stanley Grey, Kenneth Siegel, Bruce Hausman and the Company. Each of the
individual defendants, other than Lawrence Raisfeld, is a director of the
Company. The complaint alleges, among other things, that actions of the
individual defendants in connection with the Merger Agreement constituted a
breach of their fiduciary duties. The complaint seeks, among other things,
compensatory damages, an injunction against the consummation of the Merger
Agreement, and entry of an order requiring the consideration of offers to
acquire the Company from third parties.
The Company also has received notice of an action captioned Myra
Robbins, et al. v. Circa Pharmaceuticals, Inc., et al., purportedly brought as
a class action on behalf of the plaintiffs and all other similarly situated
stockholders of the Company. The defendants in the action are the same as in
the Ballas action with the addition of Watson. The Company has not been
served with this complaint, which contains, allegations and prayers for
relief similar to those contained in the Ballas action. The Company believes
that these actions, and any similar actions which may be filed making the
same allegations, are without merit and intends to defend them vigorously.
Item 7. Financial Statements, Pro Formal Financial Information and Exhibits.
(c) Exhibits
10.1 Amendment, dated as of April 4, 1995, to Stockholder Protection
Rights Agreement, dated as of November 1, 1991, between Circa
Pharmaceuticals, Inc., and American Stock Transfer & Trust
Company.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
Dated: April 11, 1995 CIRCA PHARMACEUTICALS, INC.
By: /s/ Melvin Sharoky, M.D.
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Name: Melvin Sharoky, M.D.
Title: President and Chief Executive
Officer
<PAGE>
INDEX
Exhibit
Number Description of Document
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10.1 Amendment, dated as of April 4, 1995, to Stockholder
Protection Rights Agreement, dated as of November 1,
1991, between Circa Pharmaceuticals, Inc., and
American Stock Transfer & Trust Company.
Exhibit 10.1
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AMENDMENT
TO
STOCKHOLDER PROTECTION RIGHTS AGREEMENT
THIS AMENDMENT dated April 4, 1995 (this "Amendment") to the
STOCKHOLDER PROTECTION RIGHTS AGREEMENT, dated as of November 1, 1991
(the "Agreement"), between BOLAR PHARMACEUTICALS, INC., n/k/a CIRCA
PHARMACEUTICALS, INC. (the "Company"), and AMERICAN STOCK TRANSFER &
TRUST COMPANY (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, the Company has entered into an Agreement and Plan of
Merger with Watson Pharmaceuticals, Inc. and Gum Acquisition Corp. (the
"Merger Agreement"); and
WHEREAS, in connection with the Merger Agreement and pursuant to
Section 5.4 of the Agreement the Company and the Rights Agent desire to amend
the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the parties hereto hereby agree as follows:
SECTION I. Amendment to the Agreement. The definition of
"Acquiring Person" in Section 1 of the Agreement is hereby amended by
inserting the following at the end thereof:
"; provided, further, that neither Watson Pharmaceuticals, Inc.
nor Gum Acquisition Corp. shall be considered an Acquiring Person
for any purpose hereunder by reason of the execution, delivery and
performance of the Agreement and Plan of Merger, dated as of March
29, 1995, among Watson Pharmaceuticals, Inc., the Company and Gum
Acquisition Corp."
SECTION II. Miscellaneous.
A. Counterpart Execution. This Amendment may be executed in
any number of counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed and delivered, shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.
B. Effect of Amendments. The amendment described herein shall
become effective, and shall be deemed to be effective as of the date hereof.
All references in the Agreement to "this Agreement", "hereto", "hereof",
"hereunder" or words of like import referring to the Agreement shall mean the
Agreement as amended by this Amendment. Except as otherwise expressly
modified herein, the Agreement remains unchanged and is in full force and
effect.
C. Headings. The headings of the sections and paragraphs of
this Amendment have been inserted for convenience of reference only and shall
in no way affect or otherwise modify any of the terms and provisions hereof.
D. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SUCH STATE WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES.
IN WITNESS WHEREOF, the parties have each caused this Amendment to
be duly executed by their respective officers thereunto duly authorized on the
date set forth above.
CIRCA PHARMACEUTICALS, INC.
By: /s/ Melvin Sharoky, M.D.
__________________________
Name: Melvin Sharoky, M.D.
Title: President and Chief
Executive Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ Herbert J. Lemmer
__________________________
Name: Herbert J. Lemmer
Title: Vice President
