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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 20, 1998
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CENTOCOR, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-11103 23-2117202
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(State or other (Commission file (IRS Employer
jurisdiction of number) Identification No.)
incorporation)
200 Great Valley Parkway, Malvern, Pennsylvania 19355
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 651-6000
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Not applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On February 20, 1998, Centocor, Inc. announced that it has completed its
previously announced offering of Convertible Subordinated Debentures due 2005.
The size of the offering was increased to $460 million, after giving effect to
the exercise in full of the over-allotment option. The Debentures have an
annual coupon of 4 3/4%, are convertible into common stock at $49.261 per share,
and are not redeemable for three years. The Debentures have not been registered
under the Securities Act of 1933. Accordingly, the Debentures may not be
offered or sold in the United States, absent registration or an applicable
exemption from the Securities Act registration requirements. Most of the net
proceeds of the offering are expected to be used to pay the $335 million
purchase price for the Company's previously announced acquisition of the U.S.
and Canadian product rights for RETAVASE (reteplase). The balance will be used
to fund, in part, planned capital expenditures and, subject to approval by the
Company's Board of Directors, to redeem the Company's outstanding 6 3/4%
debentures. A copy of the press release relating to this announcement is
attached as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
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(99.1) Press release dated February 20, 1998.
SIGNATURES
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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.
CENTOCOR, INC.
Registrant
Dated: February 20, 1998 By: /s/ George D. Hobbs
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George D. Hobbs, Vice President,
Corporate Counsel and
Secretary
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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACTS:
Bill Newbould (610) 651-6122
Paul Wulfing (610) 889-4422
CENTOCOR COMPLETES
CONVERTIBLE DEBENTURE OFFERING
MALVERN, Pa., February 20, 1998 -- Centocor, Inc. (Nasdaq: CNTO) today announced
that it has completed its previously announced offering of Convertible
Subordinated Debentures due 2005. The size of the offering was increased to
$460 million, after giving effect to the exercise in full of the over-allotment
option. The Debentures have an annual coupon of 4 3/4%, are convertible into
common stock at $49.261 per share, and are not redeemable for three years.
The Debentures have not been registered under the Securities Act of 1933.
Accordingly, the Debentures may not be offered or sold in the United States,
absent registration or an applicable exemption from the Securities Act
registration requirements.
Most of the net proceeds of the offering are expected to be used to pay the $335
million purchase price for the Company's previously announced acquisition of the
U.S. and Canadian product rights for RETAVASE (reteplase). The balance will be
used to fund, in part, planned capital expenditures and, subject to approval by
the Company's Board of Directors, to redeem the Company's outstanding 6 3/4%
debentures.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Debentures. This press release is being issued pursuant to
and in accordance with Rule 135c under the Securities Act.
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