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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 20, 1999
Date of Report (Date of earliest event reported)
ALZA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 1-6247 77-0142070
(State or other (Commission (I.R.S. Employer
Jurisdiction of Incorporation) File Number) Identification No.)
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950 PAGE MILL ROAD
P.O. BOX 10950
PALO ALTO, CA 94303-0802
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (650) 494-5000
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ITEM 5. OTHER EVENTS.
On September 20, 1999, Alza Corporation, a Delaware corporation (the
"Registrant"), announced that the plaintiff in a lawsuit filed as a class
action against the Registrant and its directors relating to the merger
agreement between the Registrant and Abbott Laboratories has agreed to
dismiss the action as more fully described in the Press Release filed
herewith as Exhibit 99.1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
Exhibit 99.1 Press Release dated September 20, 1999.
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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/ Bruce Cozadd
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By: Bruce Cozadd
Senior Vice President and
Chief Financial Officer
Date: September 20, 1999
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated September 20, 1999.
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Exhibit 99.1
ALZA CORPORATION PRESS RELEASE
MOUNTAIN VIEW, Calif., Sept. 20, 1999--ALZA Corporation (NYSE: AZA)
today announced that the plaintiff in a lawsuit filed as a class action
against ALZA and its directors challenging, among other things, disclosures
relating to the merger agreement between ALZA and Abbott Laboratories (NYSE:
ABT) has agreed to dismiss the action. No payments will be made by or on
behalf of either ALZA or its directors as a result of the dismissal. As a
condition of the dismissal, ALZA is providing the following information,
which information has previously been disclosed in publicly available
documents filed with the United States Securities and Exchange Commission.
Under the ALZA Stock Plan approved by vote of ALZA's stockholders in
1992, all outstanding options to purchase ALZA common stock issued under the
Stock Plan vest automatically at the closing of a merger such as the proposed
merger with Abbott. In addition, the restrictions on ALZA's outstanding
restricted stock automatically lapse at the closing of such a merger.
Pursuant to the provisions of the Stock Plan, the following options held by
ALZA's nonemployee directors, which otherwise would have vested on various
dates between 2000 and 2003, will vest upon the closing of the merger: Dr.
William R. Brody (director since 1996)--options to purchase 8,000 shares at
an exercise price of $24.875 per share; Dr. Robert J. Glaser (director since
1987)--options to purchase 6,000 shares at an exercise price of $25 per
share; Dean O. Morton (director since 1987)--options to purchase 6,000 shares
at an exercise price of $25 per share; Denise O'Leary (director since
1996)--options to purchase 8,000 shares at an exercise price of $24.875 per
share; Isaac Stein (director since 1981)--options to purchase 8,000 shares at
an exercise price of $39.2188 per share; and Julian N. Stern (director since
1981 and from 1968 to 1978)--options to purchase 8,000 shares at an exercise
price of
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$39.2188 per share. All of these options were granted under the automatic
grant provisions of the Stock Plan, under which nonemployee directors are
automatically granted a specified number of options every five years. The
exercise price of all outstanding options issued under the Stock Plan equals
the fair market value of ALZA's common stock on the date of the option grant.
In addition, the two employee directors of ALZA have options which
otherwise would have vested on various dates between 2000 and 2003 that will
now vest upon the closing of the merger and all restrictions on their
restricted stock will lapse upon the closing of the merger: Dr. Ernest Mario
(Chairman of the Board, and ALZA's Chief Executive Officer since
1993)--options to purchase 225,000 shares at an average exercise price of
$37.26 per share and 32,273 shares of restricted stock purchased for $.01 per
share; and Dr. I. Craig Henderson (former Chairman and Chief Executive
Officer of SEQUUS Pharmaceuticals, Inc., which was acquired by ALZA in March
1999, and a senior medical advisor to ALZA)--options to purchase 60,000
shares at an exercise price of $36.0313 per share and 6,772 shares of
restricted stock purchased for $.01 per share.
At the closing of the merger, each outstanding option to purchase
ALZA common stock will convert to an option to purchase 1.2 shares of Abbott
common stock, and the exercise price will be adjusted by dividing the
original exercise price by 1.2. As with all other shares of ALZA common
stock, each share of restricted stock will, at the closing of the merger,
convert to 1.2 shares of Abbott common stock. Although all unvested options
will vest and all restrictions on the employee directors' restricted stock
will lapse upon the closing of the merger, under an agreement with Abbott,
the ALZA directors' ability to sell their shares of common stock, restricted
stock or shares issuable on exercise of stock options is restricted until
after Abbott publicly releases earnings that include the combined operations
of the two companies for at least 30 days.
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Detailed information concerning stock options and restricted stock
held by ALZA directors is disclosed in each of the director's filings on
publicly available Forms 3 and Forms 4 filed with the Securities and Exchange
Commission, as well as in ALZA's proxy statements for its annual meetings of
stockholders, the most recent of which was held in May 1999. The proxy
statement for the special meeting of ALZA stockholders to vote on the
ALZA-Abbott merger states that all outstanding stock options will be
accelerated and that the restrictions on outstanding restricted stock will
lapse. Accordingly, ALZA believes that information concerning these matters
has been previously disclosed.
The ALZA-Abbott merger agreement was signed and publicly announced
June 21, 1999. A proxy statement relating to the special stockholder meeting
to consider the merger was filed with the Securities and Exchange Commission
on August 16, 1999 and mailed to stockholders beginning shortly thereafter.
The meeting will be held at 9:00 a.m. Pacific Daylight Time on September 21,
1999. Stockholders may vote or change their vote by proxy, in person or by
telephone (at 800-690-4238) prior to the time the polls close at the meeting.
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