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: November 14, 2000
Date of earliest event reported: November 13, 2000
Commission File Number 1-6247
ALZA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0142070
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
1900 Charleston Road, P.O. Box 7210, Mountain View, CA 94303-0802
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650)564-5000
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Item 2. Acquisition or Disposition of Assets
On October 30, 2000, ALZA filed a Current Report on
Form 8-K announcing that on September 29, 2000, ALZA
Corporation ("ALZA") exercised its option to acquire all of
the Class A Common Stock (the "Stock") of Crescendo
Pharmaceuticals Corporation ("Crescendo") for a cash payment
of $100.0 million. Crescendo was formed by ALZA for the
purpose of selecting and developing new human pharmaceutical
products and commercializing such products, most likely
through licensing to ALZA. Since it commenced operations on
September 30, 1997, Crescendo's principal activity has been
conducting product development under its agreements with
ALZA. ALZA exercised its option to acquire the Crescendo
Stock pursuant to the terms of the purchase option set forth
in Crescendo's Restated Certificate of Incorporation. On
November 13, 2000, ALZA completed its acquisition of
Crescendo. ALZA funded the acquisition through its
available working capital.
Item 7. Financial Statements, Pro Forma Financial
Statements and Exhibits
Item 7a. Financial Statements of the Business Acquired
ALZA incorporates by reference Item 7a of ALZA's Current
Report on Form 8-K filed on October 30, 2000, which
incorporates by reference the following documents:
- The financial statements of Crescendo and notes
thereto, and the Report of Ernst and Young LLP, Independent
Auditors, set forth at pages 21 to 36 under Item 8 of
Crescendo's Annual Report on Form 10-K/A for the year ended
December 31, 1999.
- The unaudited financial statements of Crescendo and
notes thereto set forth at pages 3 to 13 under Item 1 of
Crescendo's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
Item 7b. Pro Forma Financial Information
ALZA incorporates by reference the following documents:
- The unaudited pro forma combined condensed
financial information of ALZA and Crescendo for the
year ended December 31, 1999 and the six months
ended June 30, 2000, set forth under Item 7b of
ALZA's Current Report on Form 8-K filed on October
30, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ALZA CORPORATION
By: /s/ Matthew K. Fust
Matthew K. Fust
Senior Vice President and
Chief Financial Officer
Date: November 14, 2000
