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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
JANUARY __, 2001 DECEMBER 29, 2000
(Date of Report) (Date of earliest event reported)
ALLIANCE PHARMACEUTICAL CORP.
(Exact name of registrant as specified in its charter)
NEW YORK 000-12950 14-1644018
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
3040 SCIENCE PARK DRIVE, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 410-5200
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 29, 2000, Alliance Pharmaceutical Corp. ("Alliance"),
its wholly-owned subsidiary, Alliance Merger Subsidiary, Inc. ("Merger Sub")
and Molecular Biosystems, Inc. ("MBI") completed the merger (the "Merger") of
Merger Sub with and into MBI with MBI surviving the Merger as a wholly-owned
subsidiary of Alliance. In connection with the Merger, stockholders of
MBI received an aggregate of 770,000 shares of Alliance common stock in
exchange for their shares of MBI's common stock pursuant to an exchange ratio
of 0.041037 shares of Alliance common stock per share of MBI's common stock.
The exchange ratio was determined by negotiation between the parties based on
the closing price of Alliance's common stock on October 11, 2000 (the date of
the Agreement and Plan of Merger between the parties) and the then current
value of MBI's assets. A copy of the press release published by Alliance on
January 3, 2001 is attached as Exhibit 99.1.
Additional information (including a copy of the Agreement and Plan
of Merger with respect to the Merger) required by Item 2 of Form 8-k was
previously reported (as defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended), in Alliance's Registration Statement on Form S-4,
Registration No. 333-49676, and is incorporated herein by reference as if
fully set forth herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements Historical Financial Statements of MBI are attached
to this report at Exhibit 99.1 and incorporated
herein by reference.
(b) Pro Forma Financial Statements Pro forma financial statements of Alliance reflecting
the effect of the Merger are attached to this
report at Exhibit 99.2 and incorporated herein
by reference.
(c) Exhibits:
Exhibit 23.1 Consent of Arthur Andersen LLP, independent public accountants to MBI
Exhibit 99.1 Press Release dated January 3, 2001
Exhibit 99.2 Historical Financial Statements of MBI
Exhibit 99.3 Pro Forma Financial Statements of Alliance
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Alliance
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
ALLIANCE PHARMACEUTICAL CORP.
Dated: January ___, 2001
/s/ Lloyd A. Rowland
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Lloyd A. Rowland
Vice President and General Counsel
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EXHIBIT INDEX
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Number Description
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23.1 Consent of Arthur Andersen LLP, independent public accountants to MBI
99.1 Press Release dated January 3, 2001
99.2 Historical Financial Statements of MBI
99.3 Pro Forma Financial Statements of Alliance
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