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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
SEPTEMBER 30, 1997
Date of Report (Date of earliest event reported)
ALZA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
_____________________________________________________
DELAWARE 1-6247 77-0142070
(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
________________________________________
950 Page Mill Road
P.O. BOX 10950
PALO ALTO, CALIFORNIA 94303-0802
(Address of Principal Executive
Offices)(Zip Code)
Registrant's telephone number, including area code: (650) 494-5000
_____________________________________________________
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 30, 1997, ALZA Corporation ("ALZA") completed a special
distribution of shares of Crescendo Pharmaceuticals Corporation ("Crescendo")
Class A Common Stock to the holders of ALZA Common Stock and ALZA's outstanding
convertible subordinated debentures. Holders of record on September 18, 1997
(the "Record Date") received one Crescendo share for every 20 shares of ALZA
Common Stock owned on the Record Date, one Crescendo share for every 36 shares
of ALZA Common Stock into which the holder's 5% convertible subordinated
debentures were convertible on the Record Date, and one Crescendo share for
every 37 shares of ALZA Common Stock into which the holder's 5 1/4% zero coupon
convertible subordinated debentures were convertible on the Record Date, with
cash distributed in lieu of fractional shares. Prior to the distribution, ALZA
contributed $300 million in cash to Crescendo. The Crescendo shares are quoted
on the Nasdaq National Market under the symbol "CNDO."
Under agreements between ALZA and Crescendo, ALZA will undertake the
development of products for Crescendo. ALZA has the option to license each
Crescendo product and an option to purchase all the Crescendo Class A Common
Stock at a price set according to a predetermined formula.
Approximately 4,965,470 shares of Crescendo were distributed. The
distribution is expected to be a taxable dividend to the holders of ALZA Common
Stock and taxable interest to holders of the debentures.
The press release announcing the completion of the distribution is attached
as Exhibit 99.1 hereto and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 - Press Release issued by ALZA Corporation on September 30, 1997.
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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, hereunto duly authorized.
ALZA CORPORATION
/s/Peter D. Staple
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By: Peter D. Staple
Senior Vice President and General Counsel
Date: October 2, 1997
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EXHIBIT INDEX
Exhibit 99.1 - Press Release issued by ALZA Corporation on September 30, 1997.
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EXHIBIT 99.1
ALZA Distributes Shares of Crescendo Pharmaceuticals Corporation
September 30, 1997 9:01 AM EDT
PALO ALTO, Calif., Sept. 30 -- ALZA Corporation (NYSE: AZA) today will complete
the previously announced special distribution of shares of Crescendo
Pharmaceuticals Corporation Class A common stock to the holders of ALZA common
stock and ALZA's outstanding convertible subordinated debentures. Holders of
record as of September 18, 1997 will receive one Crescendo share for every 20
shares of ALZA common stock owned, one Crescendo share for every 36 shares of
ALZA common stock into which the holder's 5% convertible subordinated debentures
are convertible, and one Crescendo share for every 37 shares of ALZA common
stock into which the holder's 5 1/4% zero coupon convertible subordinated
debentures are convertible. Cash will be distributed in lieu of fractional
shares.
Crescendo was recently formed by ALZA for the purpose of selecting and
developing new human pharmaceutical products for commercialization, most likely
through licensing to ALZA. Prior to the distribution, ALZA contributed $300
million in cash to Crescendo. Under agreements between ALZA and Crescendo, ALZA
will undertake the development of products for Crescendo. ALZA has the option to
license each Crescendo product, and an option to purchase all the Crescendo
Class A common stock at a price set according to a predetermined formula.
The total number of Crescendo shares being distributed is approximately
4,965,471. Crescendo shares will be quoted on the Nasdaq National Market under
the symbol "CNDO."
The distribution is expected to be a taxable dividend to the holders of ALZA
common stock, and taxable interest to holders of the debentures.
ALZA Corporation is a leader in the development and commercialization of
innovative pharmaceutical products using advanced drug delivery technologies to
add medical and economic value to drug therapies.
