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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
Date of report (Date of earliest event reported): July 28, 2000
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ALZA Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6247 77-0142070
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1900 Charleston Road P.O. Box 7210, Mountain View, California 94039-7210
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (650) 564-5000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On July 28, 2000, ALZA Corporation ("ALZA") completed the sale of $1.09
billion aggregate principal amount at maturity of zero coupon convertible
subordinated debentures due July 28, 2020. The debentures were sold at an issue
price of $551.26 per $1,000 principal amount at maturity, representing a yield
to maturity of 3% and generating approximately $600 million in proceeds before
commissions and discounts and offering expenses.
ALZA may redeem the debentures in whole or in part on or after July 28,
2003. Holders of the debentures may require ALZA to repurchase the debentures
at the original issue price, plus accrued original issue discount, in 2003, 2008
and 2013. ALZA may pay the repurchase price in cash or shares of its common
stock, or a combination thereof.
ALZA intends to use the proceeds from the sale of debentures for general
corporate purposes. If the holders of ALZA's outstanding 5% convertible
subordinated debentures due 2006 ("5% Debentures") called for redemption on
August 18, 2000, do not convert their debentures into common stock prior to the
redemption date, ALZA may use part of the proceeds to pay a portion of the $493
million redemption price of its 5% Debentures.
The debentures were sold only to institutional investors pursuant to Rule
144A under the Securities Act of 1933 ("Securities Act"). ALZA has agreed with
the initial purchasers pursuant to the terms of a Registration Rights Agreement
to register the debentures, and the shares of common stock issuable upon
conversion thereof, under the Securities Act on or before a date that is 180
days after the initial sale of the debentures, and if it fails to do so, to pay
penalty interest to the holders of the debentures.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
4.1 Indenture, dated July 28, 2000, by and between ALZA
Corporation and Chase Manhattan Bank and Trust Company,
National Association.
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4.2 Registration Rights Agreement, dated July 24, 2000, by and
between ALZA Corporation, Credit Suisse First Boston Corporation,
Chase Securities Inc. and Morgan Stanley & Co. Incorporated.
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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.
Dated: August 9, 2000 ALZA Corporation
By /s/ Matthew K. Fust
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Name: Matthew K. Fust
Title: Senior Vice President &
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
4.1 Indenture, dated July 28, 2000
4.2 Registration Rights Agreement, dated July 24, 2000
