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 8, 2000
Date of Report (Date of earliest event reported)
Nastech Pharmaceutical Company Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-13789 11-2658569
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
45 Davids Drive
Hauppauge, NY 11788
(Address of principal executive offices)
(631) 273-0101
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On August 8, 2000, Nastech Pharmaceutical Company Inc. ("Nastech")
acquired Atossa HealthCare Inc. ("Atossa"), a development stage company based in
Washington state which is developing a proprietary platform of diagnostics and
treatments related to breast cancer risk assessment and therapeutics and other
women's health care products. The acquisition was effected via a merger of
Atossa Acquisition Corporation Inc., a wholly owned subsidiary of Nastech, with
and into Atossa, pursuant to which Atossa became a wholly-owned subsidiary of
Nastech. Nastech issued a press release announcing the merger on August 9, 2000.
Pursuant to the merger, the shareholders of Atossa received one
share of Nastech common stock for each 5.051 shares of Atossa common stock held
at the time of the merger. The total consideration paid for Atossa (600,000
shares of Nastech common stock, with a market value of approximately
$2,500,000), was agreed upon by Nastech and Atossa after extensive negotiations.
Following the merger, Steven C. Quay, M.D., Ph.D., the founder of Atossa, became
the Chairman, President and Chief Executive Officer of Nastech. No plant,
equipment, or other physical property were acquired.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits:
2.1 Agreement and Plan of Reorganization dated as of August 8,
2000, among Registrant, Atossa Acquisition Corporation, a
Delaware corporation and wholly owned subsidiary of
Registrant, and Atossa HealthCare, Inc., a Delaware
corporation.
10.1 Employment Agreement, dated August 8, 2000, between Registrant
and Steven C. Quay, M.D., Ph.D.
99.1 Press Release dated August 9, 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 hereunto duly authorized.
Nastech Pharmaceutical Company Inc.
By: /s/ Andrew Zinzi
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Name: Andrew Zinzi
Title: Chief Financial Officer
Date: August 15, 2000
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Exhibit Index
Exhibit Number Description
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2.1 Agreement and Plan of Reorganization dated as of
August 8, 2000, among Registrant, Atossa
Acquisition Corporation, a Delaware corporation
and wholly owned subsidiary of Registrant, and
Atossa HealthCare, Inc., a Delaware corporation.
10.1 Employment Agreement, dated August 8, 2000 between
Registrant and Steven C. Quay, M.D., Ph.D.
99.1 Press Release dated August 9, 2000.
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