SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 22, 2000
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Date of Report (Date of earliest event reported)
ALLIANCE PHARMACEUTICAL CORP.
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(Exact name of registrant as specified in charter)
New York 0-12950 14-1644018
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
6175 Lusk Boulevard
San Diego, California 92121
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(Address of principal executive offices)
(858) 410-5200
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
As of August 22, 2000, Alliance Pharmaceutical Corp. ("Alliance") sold
$10 million principal amount four year subordinated convertible debentures to
six investors. The debentures are convertible into Alliance common stock at a
set price of $13.32 per share, subject to certain anti-dilution provisions. The
conversion may occur at any time through August 2004 at the investors' option,
and Alliance has certain rights to cause the debentures to convert into common
stock. The investors have the option to purchase an additional $10 million of
similar debentures that are convertible into Alliance common stock at $16.00 per
share for four years after issuance. Alliance has certain rights to require the
investors to purchase the additional debentures.
Forms of the debenture and the related securities purchase agreement
and registration rights agreement are set forth as Exhibits 4.1, 4.2 and 4.3
hereto.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
None.
(b) Pro Forma Financial Statements
None.
(c) Exhibits
4.1 Form of debenture.
4.2 Form of the securities purchase agreement.
4.3 Form of registration rights agreement.
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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.
ALLIANCE PHARMACEUTICAL CORP.
By: /s/ Lloyd A. Rowland
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Lloyd A. Rowland
Vice President and General Counsel
Dated: August 25, 2000
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EXHIBIT INDEX
Exhibit Description
4.1 Form of debenture.
4.2 Form of securities purchase agreement.
4.3 Form of registration rights agreement.
