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UNITED STATES
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):
OCTOBER 11, 2000
MOLECULAR BIOSYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-10546 36-3078632
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. IDENTIFICATION NO.)
10030 BARNES CANYON ROAD, SAN DIEGO, CALIFORNIA 92121
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(858) 625-3900
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ITEM 5. Other Events
AGREEMENT TO MERGE WITH ALLIANCE PHARMACEUTICAL CORP.
On October 11, 2000, Molecular Biosystems, Inc. (the "Company"),
Alliance Pharmaceutical Corp. ("Alliance") and Alliance Merger Subsidiary, Inc.
("Merger Sub"), a wholly-owned subsidiary of Alliance, entered into an agreement
and plan of merger pursuant to which Merger Sub will be merged into the Company
and the Company will become a wholly-owned subsidiary of Alliance.
Under the merger agreement, stockholders of the Company will receive
770,000 shares of Alliance common stock in exchange for their shares of the
Company's common stock (subject to a downwards adjustment in certain
circumstances). Closing of the merger is subject to the approval of the merger
by the Company's stockholders and to the satisfaction of other conditions
precedent described in the merger agreement.
A copy of the agreement and plan of merger is filed with this Report as
Exhibit 10.1. A copy of the press release that the Company issued on October 12,
2000 is filed with this Report as Exhibit 10.2.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
10.1 Agreement and Plan of Merger dated October 11, 2000.
99.1 Press release dated October 12, 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 thereunto duly authorized.
MOLECULAR BIOSYSTEMS, INC.
/s/ BOBBA VENKATADRI
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BOBBA VENKATADRI
President and Chief Executive Officer
(Principal Financial and Accounting Officer)
October 26, 2000
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EXHIBIT INDEX
Exhibit Description
10.1 Agreement and Plan of Merger dated October 11, 2000.
99.1 Press release dated October 12, 2000.
