<PAGE>
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): March 22, 1998
Chiron Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-12798 94-2754624
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4560 Horton Street, Emeryville, CA 94608
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 655-8730
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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 March 22, 1998, Chiron Corporation issued two press releases, the
texts of which are attached hereto as Exhibits 99.1 and 99.2, respectively,
announcing that it had appointed Sean P. Lance as President and Chief
Executive Officer, effective no later than May 1, 1998, and James R. Sulat as
Chief Financial Officer, effective April 1, 1998, of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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<CAPTION>
EXHIBIT NO.
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<S> <C>
99.1 Press Release relating to Sean P. Lance dated March 22, 1998
referred to in Item 5 above.
99.2 Press Release relating to James R. Sulat dated March 22, 1998
referred to in Item 5 above.
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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.
CHIRON CORPORATION
Date: March 25, 1998 By: /S/ WILLIAM G. GREEN
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William G. Green
Senior Vice President and
General Counsel
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[LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACT: Jim Knighton Julie Wood
VP, Investor Relations Director, Corp. Communications
(510) 923-6055 (510) 923-6686
CHIRON NAMES SEAN LANCE AS CHIEF EXECUTIVE OFFICER
Edward Penhoet Assumes Role of Vice Chairman
Emeryville, CA - March 22, 1998 - Chiron Corporation (NASDAQ: CHIR) announced
today the appointment of Sean P. Lance as chief executive officer effective
May 1, 1998. Lance, 50, will succeed Edward E. Penhoet, Ph.D., a co-founder
of Chiron and its chief executive officer since the company's inception in
1981. In his role as chief executive officer, Lance will be responsible for
the company's three commercial units which include Chiron Diagnostics, Chiron
Therapeutics and Chiron Vaccines as well as its research unit, Chiron
Technologies.
Lance's career in the pharmaceutical industry spans thirty years. Most
recently he was chief operating officer responsible for international
operations and chief executive designate at Glaxo Wellcome Plc, the world's
largest pharmaceutical company. He began his career with the Noristan Group
of Companies Limited. From 1982 to 1985, he was with the Boots Company
(South Africa) Pty Limited where he rose to executive chairman. At Glaxo
from 1985 to 1997, he progressed through ever increasing levels of management
responsibility in various sectors of the business including Europe, Asia,
Africa and Australia.
"This is an exciting time for me to assume the leadership of Chiron, an
organization known for its innovation and excellence in research that is
poised for rapid commercial growth," said Lance. "Coming from a large and
complex international pharmaceutical company, I intend to apply my experience
and organizational talents to develop an effective scientific and commercial
culture. I will help extend the global reach of Chiron's products which
address some of the world's most important diseases."
-- more --
<PAGE>
Page 2 - Chiron Names Lance CEO
"I am extremely pleased to hand over the leadership of Chiron to an executive
of Sean's caliber," said Penhoet. "His experience in helping shape Glaxo
during its rise to prominence will be invaluable to Chiron. Sean's extensive
operating experience will broaden and complement the talents of the existing
management team."
Penhoet, in his new role as vice chairman, will serve as the company's
principal liaison with its extensive network of academic and corporate
collaborators as well as Chiron's primary governmental contact.
William J. Rutter, Ph.D., Chiron's chairman, stated, "I am extremely
enthusiastic about the appointment of Sean as Chiron's new chief executive.
Not only is he an accomplished businessman with extensive experience, but he
is an outstanding individual of high character and many talents. His
appointment is endorsed by the entire management team. I am very pleased to
support this transition of leadership in whatever way I can."
Lance was president of the International Federation of Pharmaceutical
Manufacturers Associations (IFPMA) from 1996 to 1998 and was an executive
member of the International Committee of Pharmaceutical Research and
Manufacturers of America (PHRMA). He was also a director of the British
Pharma Group (BPG), a member of the Strategic Advisory Committee of the
European Federation of Pharmaceutical Industries' Associations (EFPIA), and
served on the Steering Committee of Healthcare 2000. Lance is the past
president of the Pharmaceutical Manufacturers Association of South Africa,
the Proprietary Association of South Africa and a past vice president of the
Association of British Pharmaceutical Industry (ABPI).
Chiron is a leading biotechnology company that combines diagnostic, vaccine
and therapeutic strategies for controlling diseases. The company's broad
technology platform is focused on developing products for diagnosing,
preventing and treating infectious and cardiovascular diseases as well as
cancer. Chiron employs more than 6,500 people in facilities on four
continents.
THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISK
AND UNCERTAINTIES. THERE ARE A NUMBER OF FACTORS THAT COULD CAUSE THE
CHIRON'S ACTUAL PERFORMANCE TO DIFFER MATERIALLY FROM EXPECTATIONS. THESE
AND OTHER FACTORS INVESTORS SHOULD CONSIDER ARE MORE THOROUGHLY DESCRIBED IN
THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS, INCLUDING THE FORM
10-Q AND FORM 10-K.
###
<PAGE>
[LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACTS: Jim Knighton Julie Wood
VP, Investor Relations Director, Corp. Communications
(510) 923-6055 (510) 923-6686
CHIRON NAMES JAMES SULAT CHIEF FINANCIAL OFFICER
Emeryville, CA - March 22, 1998 - Chiron Corporation (NASDAQ: CHIR) today named
James R. Sulat as the company's chief financial officer. Effective April 1,
1998, Sulat, 47, will assume responsibility for all key financial functions at
Chiron, reporting directly to Edward E. Penhoet, Chiron's chief executive
officer.
From 1978 to 1983, Sulat was a management consultant with the Boston
Consulting Group. Subsequently, he was vice president at Waverley
Associates, a private equity investment and venture capital group. From 1990
to 1993, Sulat was chief financial officer and vice president of operations
at Esprit de Corp, headquartered in San Francisco. From 1993 to 1997, Sulat
was chief financial officer for Stanford Health Services, the clinical
healthcare delivery arm of the Stanford University Medical Center.
"Jim has earned a reputation as a very talented executive, managing
operations and financial strategy in several different working environments,"
said Edward E. Penhoet, Ph.D., Chiron's president and chief executive
officer. "His broad, well balanced financial experience will serve him well
at Chiron."
Joining Stanford in 1993, Sulat was a key participant in the strategic
planning and merger process that combined Stanford University Hospital with
Lucile Packard Children's Hospital. He also played an important role in the
creation of the University of California at San Francisco/Stanford Health
Services Alliance.
According to Sean Lance, Chiron's incoming chief executive officer, "I have
had the opportunity to meet Jim and endorse his appointment and believe we
will work well together. His strong strategic planning focus, investment
perspective and diverse financial background will nicely complement my own
background."
-- more --
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PAGE 2 - Chiron Names Sulat CFO
Sulat graduated from Yale University with a degree in operations research.
He earned a master's degree in business administration from Stanford
University and a master's degree in health services administration from the
Stanford School of Medicine. Sulat serves on the board of General Surgical
Innovations, Inc.; Vans, Inc.; and several private companies.
Chiron is a leading biotechnology company that combines diagnostic, vaccine
and therapeutic strategies for controlling diseases. The company's broad
technology platform is focused on developing products for diagnosing,
preventing and treating infectious and cardiovascular diseases as well as
cancer. Chiron employs more than 6,500 people in facilities on four
continents.
THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISK
AND UNCERTAINTIES. THERE ARE A NUMBER OF FACTORS THAT COULD CAUSE THE
CHIRON'S ACTUAL PERFORMANCE TO DIFFER MATERIALLY FROM EXPECTATIONS. THESE
AND OTHER FACTORS INVESTORS SHOULD CONSIDER ARE MORE THOROUGHLY DESCRIBED IN
THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS, INCLUDING THE FORM
10-Q AND FORM 10-K
###
