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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 (Date of Earliest Event Reported): April 17, 2000
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PHARMAKINETICS LABORATORIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Maryland 000-11580 52-1067519
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
302 West Fayette Street
Baltimore, Maryland 21201
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 410 385-4500
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ITEM 5. Other Events.
PharmaKinetics Laboratories, Inc. (the "Registrant") has entered into a
Settlement Agreement as of April 17, 2000 with Altana, Inc., as described in the
press release filed herewith as Exhibit 99.1 The Registrant filed Articles
Supplementary on April 18, 2000 with respect to the designation of a new class
of preferred stock to be issued in connection with the settlement as described
in the press release filed herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
4.1 Articles Supplementary relating to Class B Convertible Preferred
Stock of PharmaKinetics Laboratories, Inc.
4.2 Form of Warrant
4.3 Form of Stock Certificate for Class B Convertible Preferred Stock
of PharmaKinetics Laboratories, Inc.
99.1 Press Release dated April 21, 2000.
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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.
PHARMAKINETICS LABORATORIES, INC.
Date: April 21, 2000 By: /s/ James M. Wilkinson, II
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James M. Wilkinson, II, Ph.D.,
Chief Executive Officer and
President
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Exhibit 4.1
PHARMAKINETICS LABORATORIES, INC.
ARTICLES SUPPLEMENTARY
PharmaKinetics Laboratories, Inc., a Maryland corporation having its
principal office in Baltimore, Maryland (the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by Article Sixth of the Charter of the Corporation, the Board of
Directors has duly classified 250,000 shares of the Preferred Stock of the
Corporation as a class designated "Class B Convertible Preferred Stock."
SECOND: A description of such Class B Convertible Preferred Stock,
including the preferences, conversion and other rights, voting powers,
restrictions, dividends, and qualifications, all as set by the Board of
Directors of the Corporation, is as follows:
1. DESIGNATION AND AMOUNT
A total of 250,000 shares of the Corporation's Preferred Stock shall be
designated the "Class B Convertible Preferred Stock."
2. VOTING RIGHTS
General. Each holder of Class B Convertible Preferred Stock shall be
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entitled to vote on all matters submitted to a vote of the holders of the Common
Stock of the Corporation and, with respect to each such matter, shall be
entitled to that number of votes equal to the number of whole shares of Common
Stock into which such holder's shares of Class B Convertible Preferred Stock
could be converted, pursuant to the provisions of Section 5, on the record date
for the determination of stockholders entitled to vote on such matters, or if no
such record date is established, on the date such vote is taken. Except as
otherwise provided in the Corporation's charter regarding matters as to which
the holders of the Corporation's Class A Convertible Preferred Stock shall vote
separately as a class (with respect to which matters the holders of shares of
Class B Convertible Preferred Stock shall not be entitled to vote), or otherwise
required by law, the holders of shares of Class B Convertible Preferred Stock
and the holders of shares of Class A Convertible Preferred Stock and the holders
of shares of Common Stock shall vote together as a single class on matters
submitted to the stockholders of the Corporation.
3. DIVIDENDS
If the Corporation declares a dividend on its Common Stock, each holder of
shares of Class B Convertible Preferred Stock shall be entitled to participate
in such dividend as if such holder was the holder of the number of whole shares
of Common Stock into which such holder's shares of Class B Convertible Preferred
Stock could be converted, pursuant to the provisions of Section 5, on the record
date for the determination of holders of Common Stock entitled to receive the
declared dividend.
4. LIQUIDATION, DISSOLUTION, OR WINDING-UP
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Upon the liquidation, dissolution, or winding-up of the Corporation,
whether voluntary or involuntary, the holders of Class B Convertible Preferred
Stock shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders, whether from capital, surplus or
earnings, after payment of distributions in respect of the preferential rights
of any other Preferred Stock then outstanding (the "Proceeds") and each holder
of Class B Convertible Preferred Stock shall share in the Proceeds pro rata with
the holders of Common Stock and the holders of any Preferred Stock having
rights, privileges or preferences on parity with or subordinate to the Class B
Convertible Preferred Stock.
5. CONVERSION.
5.1 Conversion Right and Conversion Rate. Any holder of Class B
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Convertible Preferred Stock shall have the right, at the holder's option, to
convert at any time, or from time to time, any or all of the such holder's
shares of Class B Convertible Preferred Stock into fully-paid and nonassessable
shares of the Common Stock of the Corporation, subject to the terms and
conditions of this Section 5. The number of shares of Common Stock issuable for
each share of Class B Convertible Preferred Stock upon any such conversion
(herein called the "Conversion Rate") shall be one (1) share of Common Stock for
each share of Class B Convertible Preferred Stock; provided, however, that if
the application of the then current Conversion Rate to the aggregate number of
shares of Class B Convertible Preferred Stock surrendered by a single holder in
a single transaction would result in a fraction, then the next lower whole
number of shares of Common Stock shall be issuable upon such conversion. The
Conversion Rate shall be subject to adjustment from time to time in certain
instances as provided in Section 5.3. The Corporation shall make no payment or
adjustment on account of any dividends accrued on the Common Stock issuable upon
such conversion, or on account of the rounding down to the next lower whole
number of shares issuable upon any conversion.
5.2 Manner of Conversion. In order to convert shares of Class B
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Convertible Preferred Stock into Common Stock, the record holder of such shares
shall surrender the certificate or certificates therefor, duly endorsed or
accompanied by duly executed stock powers, at the principal office of the
Corporation. Together with such certificates, the converting holder shall give a
written conversion notice to the Corporation of the election to convert a
specified number of shares of Class B Convertible Preferred Stock. The
converting holder shall state in its notice of conversion the name or names that
shall appear on the certificate or certificates for Common Stock issuable upon
such conversion. The Corporation shall, as soon as practicable thereafter, cause
to be issued and delivered to the converting holder, or to the converting
holder's designated transferees or nominees, if permitted by applicable law,
certificates for the number of full shares of Common Stock to which the
converting holder is entitled. If the converting holder has elected to convert
only a portion of the shares of Class B Convertible Preferred Stock represented
by the surrendered certificates, the Corporation shall issue, at its expense, a
new certificate representing the unconverted shares of Class B Convertible
Preferred Stock, registered in the name of the converting holder, or in the name
or names of the converting holder's designated transferees or nominees, if
permitted by applicable law. Shares of Class B Convertible Preferred Stock shall
be deemed to have been converted as of the close of business on the date when
the surrender of the certificates therefor and the giving of notice as required
above has been completed. The person or persons entitled to receive the Common
Stock issuable upon conversion shall be treated for all purposes as the record
holder or holders of such Common Stock at and after such time.
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5.3. Adjustment to Conversion Rate.
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(a) Generally. In order to prevent dilution of the conversion rights
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granted under Section 5.1 hereof, the Conversion Rate in effect at any time
shall be subject to adjustment from time to time pursuant to this Section 5.3.
Any such adjustment shall be automatic and shall not require any further action
on the part of the Corporation (except for the preparation of an Adjustment
Certificate pursuant to Section 5.4) or of any registered owner of Class B
Convertible Preferred Stock.
(b) Sale or Issuance of Common Stock. If and whenever the Corporation
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issues or sells, or in accordance with paragraph (c) of this Section 5.3 is
deemed to have issued or sold, any shares of its Common Stock for consideration
per share less than One Dollar ($1.00) (hereafter, the "Adjustment Trigger
Price"), then immediately upon such issuance or sale (or deemed issuance or
sale) the Conversion Rate then in effect shall be increased by multiplying such
Conversion Rate by a fraction, the numerator of which shall be the sum of (i)
the number of shares of Common Stock outstanding immediately prior to such
issuance or sale (or deemed issuance or sale) plus (ii) the number of shares of
Common Stock so issued or sold (or deemed issued or sold), and the denominator
of which shall be the sum of (x) the number of shares of Common Stock
outstanding immediately prior to such issuance or sale (or deemed issuance or
sale) plus the number of shares of Common Stock that the aggregate consideration
received by the Corporation (or deemed received by the Corporation) in
connection with such issuance or sale (or deemed issuance or sale), determined
in accordance with Subsection 5.3(e) hereof, would purchase at a price per share
equal to the Adjustment Trigger Price. For purposes of this Section 5.3, the
term "Common Stock" shall include all securities of the Corporation having
characteristics substantially equivalent to those of the Corporation's Common
Stock.
(c) Deemed Sale or Issuance of Common Stock. For purposes of this Section
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5.3, the following events shall be deemed an issuance or sale of Common Stock:
(i) Issuance of Rights, Warrants or Options. If the Corporation in
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any manner grants any rights, warrants or options to subscribe for or to
purchase Common Stock (such rights, warrants or options being herein called
"Options") and the price per share for which Common Stock is issuable upon
the exercise of such Options is less than the Adjustment Trigger Price,
then the total maximum number of shares of Common Stock issuable upon the
exercise of such Options shall be deemed to have been issued and sold by
the Corporation upon the grant of such Options for such price per share.
For purposes of this paragraph, the "price per share for which Common Stock
is issuable" will be determined by dividing (x) the total amount, if any,
received or receivable by the Corporation as consideration for the granting
of such Options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon the exercise of all such
Options, by (B) the total maximum number of shares of Common Stock issuable
upon the exercise of all such Options. No further adjustment of the
Conversion Rate shall be made when shares of Common Stock are actually
issued upon the exercise of such Options.
(ii) Issuance of Convertible Securities. If the Corporation in any
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manner issues or sells any securities convertible into or exchangeable for
Common Stock (such convertible or exchangeable
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securities being herein called "Convertible Securities") and the price per
share for which Common Stock is issuable upon such conversion or exchange
is less than the Adjustment Trigger Price, then the total maximum number of
shares of Common Stock issuable upon the conversion or exchange of such
Convertible Securities shall be deemed to have been issued and sold by the
Corporation for such price per share upon the issuance or sale of such
Convertible Securities. For purposes of this paragraph, the "price per
share for which Common Stock is issuable" shall be determined by dividing
(x) the total amount received or receivable by the Corporation as
consideration for the issuance or sale of such Convertible Securities, plus
the minimum aggregate amount of additional consideration, if any, payable
to the Corporation upon the conversion or exchange thereof, by (y) the
total maximum number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible Securities. No further adjustment of
the Conversion Rate shall be made when shares of Common Stock are actually
issued upon the conversion or exchange of such Convertible Securities.
(iii) Treatment of Expired Options and Unexercised Convertible
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Securities. Upon the expiration of any Option or the termination of any
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right to convert or exchange any Convertible Securities without exercise of
the underlying option or right, provided such Options or Convertible
Securities are not reissued by the Corporation, the Conversion Rate then in
effect hereunder will be adjusted to the Conversion Rate that would have
been in effect at the time of such expiration or termination had such
Option or Convertible Security, to the extent outstanding immediately prior
to such expiration or termination, never been issued.
(iv) Integrated Transactions. In case any Option is issued in
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connection with the issuance or sale of other securities of the Corporation
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the
Option shall be deemed to have been issued for a consideration of One Cent
($0.01).
(d) Certain Events Excepted. Notwithstanding the other provisions of this
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Section 5.3, the following events shall not trigger an adjustment to the
Conversion Rate:
(i) the issuance or sale (or deemed issuance or sale) of Common
Stock reserved for issuance in connection with the conversion of Class B
Convertible Preferred Stock or Class A Convertible Preferred Stock;
(ii) the issuance or sale (or deemed issuance or sale) of Common
Stock reserved for issuance upon the exercise of warrants held by holders
of the Class B Convertible Preferred Stock or Class A Convertible Preferred
Stock; and
(iii) the grant of Options, or the issuance or sale (or deemed
issuance or sale) of Common Stock, to officers, employees, directors,
consultants or advisors of the Corporation pursuant to any stock option
plan or restricted stock purchase plan adopted by the Corporation or
Options exercisable after the resignation or termination of any such
persons.
(e) Calculation of Consideration Received. If any Common Stock, Option or
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Convertible Security is issued or sold, or deemed to have been issued or sold,
for cash, the consideration received therefor shall
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be deemed to be the net amount of cash received by the Corporation therefor. In
case any Common Stock, Option or Convertible Security is issued or sold for a
consideration other than cash, the amount of the consideration other than cash
received by the Corporation shall be the fair market value of such
consideration. If any Common Stock, Option or Convertible Security is issued in
connection with any merger in which the Corporation is the surviving
corporation, the amount of consideration therefor shall be deemed to be the fair
market value of such portion of the net assets and business of the non-surviving
corporation as is attributable to such Common Stock, Option or Convertible
Security, as the case may be. The fair market value of any consideration other
than cash and securities shall be determined by the Board of Directors of the
Corporation.
(f) Dividend in Common Stock. If the Corporation pays a dividend in shares
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of its Common Stock, the Conversion Rate shall be increased by multiplying the
Conversion Rate then in effect by a fraction, the numerator of which shall be
the sum of (A) the number of shares of Common Stock outstanding at the opening
of business on the date fixed for such dividend plus (B) the total number of
shares constituting such dividend, and the denominator of which shall be the
number of shares of Common Stock outstanding at the opening of business on the
date fixed for such dividend.
(g) Subdivision or Combination of Common Stock. If the Corporation at any
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time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) the outstanding shares of Common Stock into a greater number of
shares, the Conversion Rate and the Adjustment Trigger Price in effect
immediately prior to such subdivision will be, respectively, proportionately
increased and decreased. If the Corporation at any time combines (by reverse
stock split or otherwise) the outstanding shares of Common Stock into a smaller
number of shares, the Conversion Rate and the Adjustment Trigger Price in effect
immediately prior to such combination will be, respectively, proportionately
decreased and increased.
(h) Waiver of Automatic Adjustment. An automatic adjustment to the
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Conversion Rate or the Adjustment Trigger Price pursuant to this Section 5.3 may
not be waived except by written notice to the Corporation executed by the
registered owners of 100 percent of then outstanding shares of Class B
Convertible Preferred Stock.
5.4 Adjustment Certificate. The Treasurer or Chief Financial Officer of
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the Corporation shall compute all required adjustments to the Conversion Rate or
the Adjustment Trigger Price under this Section 5 and shall prepare a
certificate setting forth the adjusted Conversion Rate or Adjustment Trigger
Price and showing in detail the facts upon which the adjustment was based (the
"Adjustment Certificate"). The Treasurer or Chief Financial Officer shall
promptly file the Adjustment Certificate with the Transfer Agent, if any, for
the Class B Convertible Preferred Stock and shall promptly mail a copy of the
Adjustment Certificate to each record holder of Class B Convertible Preferred
Stock.
5.5 Notice of Certain Events. In case:
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(i) the Corporation shall declare a dividend payable in Common
Stock;
(ii) of any capital reorganization of the Corporation,
reclassification of the capital stock
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of the Corporation, consolidation or merger of the Corporation with or into
another corporation, or conveyance of all or substantially all of the
assets of the Corporation to another corporation; or
(iii) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Corporation;
then, and in any such case, the Corporation shall cause to be mailed to the
Transfer Agent, if any, for the Class B Convertible Preferred Stock and to the
record holders of the outstanding shares of Class B Convertible Preferred Stock,
at least twenty days prior to the record date for any such event, a notice
disclosing the event to occur and the record date for determination of the
stockholders entitled to participate in such event.
5.6 Common Stock Reserve. The Corporation shall at all times reserve and
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keep available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the shares of Class B Convertible
Preferred Stock, the full number of shares of Common Stock issuable upon the
conversion of all shares of Class B Convertible Preferred Stock from time to
time outstanding.
5.7 Taxes. The Corporation shall pay any and all issue taxes that may be
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payable in respect of the issuance or delivery of shares of Common Stock upon
conversion of shares of Class B Convertible Preferred Stock.
6. RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION
The approval by vote of the holders of at least a majority of the
outstanding shares of Class B Convertible Preferred Stock, voting as a single
class, each share of Class B Convertible Preferred Stock to be entitled to one
vote in each instance, shall be required for any action by the Corporation or
any amendment to the corporate charter if such corporate action or amendment
would change or limit any of the rights, preferences, or privileges of the Class
B Convertible Preferred Stock; provided, however, that the Board of Directors of
the Corporation shall have the authority to authorize the creation and issuance
of a class or series of capital stock having rights, preferences or privileges
senior to or on parity with the Class B Convertible Preferred Stock.
7. NO IMPAIRMENT
The Corporation will not, by amendment of its corporate charter or through
any reorganization, transfer of capital stock or assets, consolidation, merger,
dissolution, issue or sale of securities, or through any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of the
Class B Convertible Preferred Stock, but will at all times in good faith assist
in the carrying out of all such terms.
8. NO REISSUANCE OF CLASS B CONVERTIBLE PREFERRED STOCK; TERMINATION
No share or shares of Class B Convertible Preferred Stock acquired by the
Corporation by reason of conversion or otherwise shall be reissued, and all such
shares shall be canceled, retired and eliminated from the shares which the
Corporation is authorized to issue. Upon the cancellation of all outstanding
shares of the Class B Convertible Preferred Stock, these charter
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provisions regarding the Description and Designation of Class B Convertible
Preferred Stock shall terminate and have no further force and effect.
THIRD: Except as otherwise provided by express provisions of these Articles
Supplementary, nothing herein shall limit, by inference or otherwise, the
discretionary right of the Board of Directors to classify and reclassify and
issue any shares of Preferred Stock and to fix or alter all terms thereof to the
full extent provided in the Charter of the Corporation.
FOURTH: In addition to the above provisions with respect to the Class B
Convertible Preferred Stock, such Class B Convertible Preferred Stock shall be
subject to, and entitled to the benefits of, the provisions set forth in the
Corporation's Charter with respect to Preferred Stock generally.
FIFTH: The Board of Directors of the Corporation, pursuant to a Unanimous
Written Consent in Lieu of Meeting dated February 29, 2000, duly authorized and
adopted resolutions classifying and designating the Class B Convertible
Preferred Stock as set forth in these Articles Supplementary.
IN WITNESS WHEREOF, PharmaKinetics Laboratories, Inc., has caused these
Articles of Supplementary to be signed and acknowledged in its name and on its
behalf by its President and corporate seal to be hereunto affixed and attested
by its Secretary on the 17th day of April, 2000.
ATTEST: PHARMAKINETICS LABORATORIES, INC.
/s/ Taryn L. Kunkel By: /s/ James M. Wilkinson, II (SEAL)
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Secretary President
The undersigned, President of PharmaKinetics Laboratories, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary to
the Charter, of which this Certificate is made a part, hereby acknowledges, in
the name and on behalf of the Corporation, the foregoing Articles Supplementary
to be the corporate act of said Corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the authorization and approval thereof are true under
the penalties of perjury.
Dated April 17, 2000 /s/ James M. Wilkinson, II
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President
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Exhibit 4.2
THE WARRANTS AND COMMON STOCK ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED
AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY SUCH STATE
LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THEREUNDER.
PHARMAKINETICS LABORATORIES, INC.
COMMON STOCK PURCHASE WARRANT
1. Issuance. For good and valuable consideration the receipt of which is
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hereby acknowledged, PHARMAKINETICS LABORATORIES, INC., a Maryland corporation
(the "Company"), hereby grants to ALTANA, INC. (the "Holder") the right to
purchase at any time and from time to time until 5:00 P.M. Eastern Standard Time
on _______ ___, 2003 (the "Expiration Date"), 100,000 fully paid and
nonassessable shares of the Company's Common Stock, par value $0.005 per share
(the "Common Stock") at an exercise price of $6.00 per share (the "Exercise
Price"), subject to adjustment as set forth in Section 6.
2. Exercise. Subject to Section 7 hereof, the warrants represented by
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this Certificate (the "Warrants") are exercisable until the Expiration Date, in
whole or in part, by surrendering to the Company (i) this Certificate, (ii) the
attached form of notice of exercise of the Warrants, and (iii) unless the Holder
elects "cashless exercise" of the Warrants, cash or a certified or official bank
check in the amount of the aggregate Exercise Price. In the event the Holder
elects cashless exercise of the Warrants, the Holder shall be entitled to
receive a number of shares of Common Stock equal in Market Value to the
difference between the Market Value of the shares of Common Stock issuable upon
exercise of the Warrants and the aggregate cash Exercise Price thereof. For
purposes of this Section 2, "Market Value" shall be an amount equal to the
average of the closing sales price of a share of Common Stock for the ten (10)
days immediately preceding the Company's receipt of the form of notice of
exercise duly executed, via delivery or facsimile, multiplied by the number of
shares of Common Stock to be issued upon exercise. Upon surrender of this
Certificate and the notice of exercise form duly executed, together with payment
of the Exercise Price for the shares of Common Stock purchased, the Company
promptly shall send or cause to be sent to the Holder a certificate or
certificates representing the shares of Common Stock purchased. Upon the
exercise of less than all of the Warrants evidenced by this Certificate, the
Company promptly shall send to the Holder a new Warrant Certificate representing
the unexercised portion of the Warrants.
3. Reservation of Shares. The Company agrees that at all times during the
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period of exercise of these Warrants there shall be reserved for issuance at
least that number of shares of Common Stock required to be issued upon exercise
of the Warrants (the "Warrant Shares").
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4. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence
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satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
Certificate, and, in the case of loss, theft or destruction, receipt of
reasonably satisfactory indemnification, and, in the case of mutilation, upon
surrender and cancellation of this Certificate, the Company will execute and
deliver a new Warrant Certificate of like tenor and date and any such lost,
stolen, destroyed or mutilated Warrant Certificate shall thereupon become void.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
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entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant
Certificate and are not enforceable against the Company except to the extent set
forth herein, and the Holder, by its acceptance of this Warrant Certificate,
consents to and agrees to be bound by and to comply with the terms of this
Warrant including, without limitation the provisions of Section 7 hereof.
6. Protection Against Dilution. The number of shares of Common Stock that
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the Holder is entitled to purchase upon exercise of the Warrants and the
Exercise Price shall be subject to adjustment from time to time as follows:
(a) Adjustment for Subdivision. If the Company at any time
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subdivides (by any stock split, stock dividend, recapitalization or otherwise)
the outstanding shares of Common Stock into a greater number of shares, the
number of shares that the Holder is entitled to purchase upon exercise of the
Warrants shall be proportionately increased and the Exercise Price in effect
immediately prior to such subdivision shall be proportionately reduced, and if
the Company at any time combines (by reverse stock split or otherwise) the
outstanding shares of Common Stock into a smaller number of shares, the number
of shares that the Holder is entitled to purchase upon exercise of the Warrants
shall be proportionately decreased and the Exercise Price in effect immediately
prior to such combination and the number of shares of Common Stock to be
received by the Holder pursuant to the Warrants shall be proportionately
increased.
(b) Adjustment for Reorganization. Any capital reorganization,
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reclassification, consolidation, merger or sale of all or substantially all of
the Company's assets with or into another person or entity that is effected in
such a manner that holders of Common Stock are entitled to receive (either
directly or upon subsequent liquidation) stock, securities or assets with
respect to or in exchange for Common Stock shall be referred to herein as an
"Organic Change." Prior to the consummation of any Organic Change, the Company
shall make appropriate lawful provisions to ensure that the Holder shall
thereafter have the right to acquire and receive upon exercise of the Warrants
during the period specified herein and upon payment of the Exercise Price then
in effect such shares of stock, securities or assets as the Holder would have
received in connection with such Organic Change if the Holder had exercised the
Warrants immediately prior to such Organic Change.
7. Transfer or Exercise Complies with Securities Act. The Holder of this
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Warrant, by its acceptance hereof, hereby represents and warrants that such
Holder understands and agrees that (a) the Warrant and the Warrant Shares
issuable upon the exercise of this Warrant have not been registered under
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either the Securities Act of 1933, as amended (the "Act"), or applicable state
securities laws (the "State Acts"), and the Company has no obligation to
register the Warrant or such Warrant Shares; (b) the Warrant may be exercised
only if the Warrant Shares have been registered under the Act and the applicable
State Acts or upon the issuance to the Company of an opinion of counsel
satisfactory to counsel to the Company and/or submission to the Company of such
evidence as may be satisfactory to counsel to the Company, in each such case, to
the effect that any such exercise shall not be in violation of the Act and the
applicable State Acts; (c) this Warrant may not be sold, pledged, hypothecated,
donated, assigned or otherwise transferred (whether or not for consideration),
in whole or in part, by the Holder, unless the Warrant has been registered under
the Act and the applicable State Act or upon the issuance to the Company of an
opinion of counsel satisfactory to counsel to the Company and/or submission to
the Company of such evidence as may be satisfactory to counsel to the Company,
in each such case, to the effect that any such transfer shall not be in
violation of the Act and the applicable State Acts and (d) the Warrant Shares
issuable upon the exercise of this Warrant may not be sold, pledged,
hypothecated, donated, assigned or otherwise transferred (whether or not for
consideration), in whole or in part, by the Holder, unless the Warrant Shares
have been registered under the Act and the applicable State Acts or upon the
issuance to the Company of an opinion of counsel satisfactory to counsel to the
Company and/or upon submission to the Company of such evidence as may be
satisfactory to counsel to the Company, in each such case, to the effect that
any such transfer shall not be in violation of the Act and the State Acts. The
Holder hereby agrees that the Company's obligation to deliver Warrant Shares
upon exercise of this Warrant is subject to the requirement that the Holder
deliver to the Company, if requested by the Company, such certificates,
documents or other information as the Company or its counsel may reasonably
request for the purpose of establishing compliance with the Act and applicable
State Acts. Each Warrant Certificate and the Warrant Shares shall contain a
legend on the face thereof, in form and substance satisfactory to counsel for
the Company, setting forth the restrictions on transfer contained in this
Section 7.
8. Notices. Any notice or other communication required or permitted
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hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage pre-paid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission,
or, if mailed, two days after the date of deposit in the United States mails, as
follows:
<PAGE>
If to the Company:
PharmaKinetics Laboratories, Inc.
302 West Fayette Street
Baltimore, MD 21201
Attention: President
Telephone: (410) 385-4500
Facsimile: (410) 385-1957
with a copy to:
Ober, Kaler, Grimes & Shriver
120 E. Baltimore Street
Baltimore, MD 21202
Attention: Melissa A. Warren, Esquire
Telephone: (410) 347-7684
Facsimile: (410) 547-0699
If to Holder:
Altana Inc.
60 Baylis Road
Melville, New York 11747
Attention: Art Dulik, Chief Financial Officer
Telephone: (516) 45-7677
Facsimile: (516) 454-6389
with a copy to:
Simmons, Jannace & Stagg, L.L.P.
The Financial Center
90 Merrick Avenue - Suite 102
East Meadow, New York 11554
Attention: Kevin P. Simmons, Esquire
Telephone: (516) 357-8100
Facsimile: (516) 357-8111
Any party may designate another address or person for receipt of notices
hereunder by notice given to the other parties in accordance with this Section
8.
9. Transfer. The Holder shall not transfer the Warrants without the prior
--------
written consent of the Company.
10 Governing Law. This Warrant Certificate shall be governed by and
-------------
construed in accordance with
<PAGE>
the laws of the state of Maryland.
11. Supplements and Amendments. This Warrant Certificate may be amended or
--------------------------
supplemented only by an instrument in writing signed by the parties hereto.
12. Counterparts. This Warrant Certificate may be executed in any number
------------
of counterparts and each such counterpart shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute one and the
same instrument.
IN WITNESS WHEREOF, PharmaKinetics Laboratories, Inc. has caused this
Warrant to be executed on its behalf as of the ____ day of _______, 2000.
ATTEST: PHARMAKINETICS LABORATORIES, INC.
________________________________ By:___________________________(SEAL)
Secretary President
<PAGE>
NOTICE OF EXERCISE OF WARRANTS
The undersigned hereby irrevocably elects to exercise the right,
represented by the attached Common Stock Purchase Warrant Certificate dated as
of _______ ___, 2000 (the "Certificate") to purchase _______ shares of the
Common Stock, par value $0.005 per share, of PharmaKinetics Laboratories, Inc.
and either (i) tenders herewith payment in accordance with said Certificate or
(ii) elects "cashless exercise" in accordance with the Certificate, as indicated
below.
The undersigned hereby confirms and acknowledges that the undersigned will
not offer, sell or otherwise dispose of any shares of Common Stock received upon
exercise of the Warrants except pursuant to an effective registration statement
under the Securities Act of 1933, as amended, and applicable state securities
laws or pursuant to an exemption form registration in accordance with such Act
and laws.
Please issue in the name of the undersigned a new Common Stock Purchase
Warrant Certificate representing the unexercised portion of the Warrants
represent by the attached Certificate.
Please issue the stock certificate(s) in the names and denominations and
deliver them to the addresses set forth below:
_________________________________________
_________________________________________
_________________________________________
_________________________________________
Dated:______________________
By:_________________________
[_] CASH: $ _______________________
[_] CASHLESS EXERCISE
<PAGE>
Exhibit 4.3
FRONT OF STOCK CERTIFICATE
Incorporated Under the Laws of the State of Maryland
Number Shares
- -- --
PharmaKinetics Laboratories, Inc.
250,000 Shares of Class B Convertible Preferred Stock Authorized
This certifies that ________________ is the registered holder of
__________________ shares of Class B Convertible Preferred Stock transferable
only on the books of the Corporation by the holder hereof in person or by
Attorney upon surrender of this Certificate properly endorsed.
In witness whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its corporate seal to be hereunto
affixed this ____ day of ________________ A.D. ____________.
__________________________________ ________________________________
James M. Wilkinson, II, President Taryn L. Kunkel, Secretary
Shares without par value each.
<PAGE>
BACK OF STOCK CERTIFICATE
The securities represented by this certificate have been purchased pursuant to
an investment representation on the part of the holder hereof and shall not be
sold, pledged, hypothecated or otherwise transferred, by the holder except upon
the issuance to the Corporation of an opinion of counsel and/or the submission
to the Corporation of such other evidence as may be satisfactory to counsel for
the Corporation, to the effect that any such transfer shall not be in violation
of the Securities Act of 1933, as amended, and applicable state securities laws.
The Corporation will furnish to any stockholder on request and without charge a
full statement of the designations and any preferences, conversion or other
rights, voting powers, restrictions, limitation as to dividends, qualifications,
and terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue; the differences in the relative rights and
preferences between the shares of any series of preferred or special class of
stock and the authority of the board of directors to set the relative rights and
preferences of subsequent series; and restrictions on transferability.
For value received, _________ hereby sell, assign, and transfer unto
_________________________ ________________ shares represented by the within
Certificate, and do hereby irrevocably constitute and appoint _____________
attorney to transfer the said shares on the books of the within named
corporation with full power of substitution in the premises.
Dated__________________ Year ______________________
In the presence of _______________________ ____________________
<PAGE>
Exhibit 99.1
Contact: James M. Wilkinson, II, Ph.D.
President and Chief Executive Officer
410/385-4500 ext. 620
FOR IMMEDIATE RELEASE
PHARMAKINETICS LABORATORIES, INC.
REACHES AGREEMENT WITH ALTANA
Baltimore, MD April 21, 2000 -- PharmaKinetics Laboratories, Inc. (OTCBB:PKL)
today announced the settlement of a civil action brought by Altana, Inc. in
December 1999 relating to the performance of certain clinical studies which the
suit alleges were not performed to Altana's satisfaction. The settlement calls
for Altana, Inc. to receive a class of convertible preferred stock and warrants
to purchase common stock. Altana can elect to exchange shares of the preferred
stock for future studies performed by PharmaKinetics.
Dr. Wilkinson said, "We are pleased that we were able to reach an agreement with
Altana. The settlement is in the best interest of the Company and its
shareholders allowing us to put this matter behind us and focus on the future."
PharmaKinetics Laboratories, Inc.. is a contract research organization serving
the pharmaceutical and biotechnology industries.
