SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 1996
ALLIANCE PHARMACEUTICAL CORP.
(Exact Name of Registrant as Specified in Charter)
New York 0-12900 14-1644018
(State or Other Jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
3040 Science Park Road, San Diego, CA 92121
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: 619-558-4300
N.A.
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On November 13, 1996, the Company acquired MDV Technologies, Inc. ("MDV"),
a Delaware corporation, through the merger (the "MDV Merger") of MDV Acquisition
Corp., a wholly-owned Delaware subsidiary of the Company, with and into MDV. The
consideration payable in the MDV Merger consists of $15.5 million, payable $3
million on the date the MDV Merger was consummated (the "Effective Date"), $2.5
million on each date occurring three months, six months and nine months after
the Effective Date, and $5 million on the first anniversary of the Effective
Date. The initial $3 million payment, which was made through the delivery of
178,082 shares of Common Stock, $.01 par value, of the Company, included
approximately $1,951,000 in repayment of outstanding MDV debt.
Additionally, the Company will pay up to $20 million if advanced clinical
development or licensing milestones are achieved in connection with MDV's
technology. The Company will also make certain royalty payments on the sales of
products, if any, developed from such technology. The Company may buy out its
royalty obligation for $10 million (increasing over time). All of such payments
may be made in cash or, at the Company's option, shares of Common Stock of the
Company, except for the royalty obligations which will be payable only in cash.
The Company has not determined whether subsequent payments (other than
royalties) will be made in cash or in Common Stock or, if made in cash, the
source of such payments.
The purchase price was determined through negotiations between the Company
and MDV.
The physical property of MDV which was acquired was used by MDV for the
development of products for the treatment and prevention of surgical adhesions.
The Company plans to continue to use these assets for such purposes.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to the Company's Current Report on
Form 8-K dated November 13, 1996 report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALLIANCE PHARMACEUTICAL CORP.
By: /s/ Duane J. Roth
Name: Duane J. Roth
Title: Chairman of the Board of Directors
and Chief Executive Officer
Dated: January 21, 1997
