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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 (Date of earliest event reported): September 18, 2000
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 18, 2000, Picard Acquisition Corp. ("Picard"), a Delaware
corporation and a wholly-owned subsidiary of Chiron Corporation ("Chiron" or
"Registrant"), acquired 15,962,011 shares, or approximately 96% of the
outstanding shares, of common stock, par value $0.001 per share (the "Common
Stock"), together with the associated rights to purchase Series A Junior
Preferred Stock, of PathoGenesis Corporation, a Delaware corporation
("PathoGenesis"), through a cash tender offer (the "Tender Offer") at $38.50 per
share. The Tender Offer was effected pursuant to an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of August 13, 2000, among Chiron, Picard and
PathoGenesis.
Following the Tender Offer, on September 21, 2000, Picard merged with and into
PathoGenesis under Section 253 of the General Corporation Law of the State of
Delaware (the "Merger"), and PathoGenesis became a wholly-owned subsidiary of
Registrant, with each remaining outstanding share of PathoGenesis Common Stock
converted into the right to receive $38.50 per share pursuant to the Merger
Agreement.
Chiron acquired all of the outstanding voting securities of PathoGenesis for an
aggregate consideration of approximately $700 million in cash. The purchase
price of $38.50 for each share of PathoGenesis Common Stock was established by
negotiation at the time of the Merger Agreement.
The acquisition consideration was paid by Chiron from its available cash and
cash equivalents and through liquidation of certain of its long-term investments
in marketable debt securities.
Seattle-based PathoGenesis develops and commercializes drugs to treat chronic
infectious diseases - particularly serious lung infections, including those
common in cystic fibrosis, bronchiectasis and ventilator patients. PathoGenesis'
first drug, TOBI-Registered Trademark (tobramycin solution for inhalation), is
approved for the management of cystic fibrosis patients with pseudomonas
aeruginosa lung infections. PathoGenesis' Common Stock, previously traded on the
Nasdaq National Market System under the symbol "PGNS", was deregistered
following the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Financial statements required by this Item are not included in
this initial report on Form 8-K. Such financial statements
will be filed by amendment not later than December 2, 2000.
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(b) Pro forma financial information.
Pro forma financial information required by this Item is not
included in this initial report on Form 8-K. Such pro forma
financial information will be filed by amendment not later
than December 2, 2000.
(c) Exhibits.
EXHIBIT NUMBER
99.1 Press Release issued by Registrant on
September 19, 2000, announcing the
acquisition of approximately 96% of the
outstanding voting securities of
PathoGenesis Corporation pursuant to
completion of a cash tender offer by
Registrant's wholly-owned subsidiary, Picard
Acquisition Corp. on September 18, 2000,
referred to in Item 2 above.(1)
99.2 Press release issued by Registrant on
September 22, 2000, announcing the merger of
PathoGenesis into Registrant's wholly-owned
subsidiary, Picard Acquisition Corp.,
pursuant to which PathoGenesis Corporation
became a wholly-owned subsidiary of
Registrant as of September 21, 2000,
referred to Item 2 above.
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(1) Incorporated by reference to Exhibit (a) (16) of
Registrant's Schedule TO filed with the Securities and
Exchange Commission on September 19, 2000.
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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: October 2, 2000 By: /s/ WILLIAM G. GREEN
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William G. Green
Senior Vice President,
General Counsel and
Secretary
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