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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
MARCH 16, 1999
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)
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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 2. ACQUISITION OR DISPOSITION ASSETS.
On October 4, 1998, ALZA Corporation, a Delaware corporation (the
"Registrant"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with SEQUUS Pharmaceuticals, Inc., a Delaware corporation
("SEQUUS"), and Argyle Acquisition Corp., a Delaware corporation and a wholly-
owned subsidiary of the Registrant (the "Merger Sub"). Pursuant to the terms of
the Merger Agreement, on March 16, 1999 the Merger Sub merged with and into
Sequus, the separate existence of the Merger Sub ceased, and Sequus became a
wholly-owned subsidiary of the Registrant and all outstanding shares of SEQUUS'
common stock were converted into 0.4 shares of the Registrant's common stock.
The transaction will be accounted for as a pooling of interests.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statement of Business Acquired.
The financial statements of the business acquired are not being
filed with this Report. Such financial statements, if required,
will be filed within 60 days after the date this Report is filed
with the Securities and Exchange Commission (the "Commission").
(b) Pro Forma Financial Information.
The pro forma financial information is not being filed with this
Report. Such financial statements, if required, will be filed
within 60 days after the date this Report is filed with the
Commission.
(c) Exhibits.
Exhibit No. Description
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Exhibit 2.1 Agreement and Plan of Merger by and among ALZA Corporation, Argyle
Acquisition Corp. and Sequus Pharmaceuticals, Inc., dated as of
October 4, 1998, including exhibits thereto. (Incorporated herein
by reference to Registrant's Registration Statement on Form S-4
filed on February 11, 1999, File No. 333-72147.)
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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: March 31, 1999
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EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Merger by and among ALZA Corporation, Argyle
Acquisition Corp. and Sequus Pharmaceuticals, Inc., dated as of
October 4, 1998, including exhibits thereto. (Incorporated herein
by reference to Registrant's Registration Statement on Form S-4
filed on February 11, 1999, File No. 333-72147.)
