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 23, 2000
MACROCHEM CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-13634 04-2744744
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
110 Hartwell Avenue, Lexington, Massachusetts 02421-3134
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER: (781) 862-4003
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On October 23, 2000, pursuant to a Securities Purchase Agreement with
Bay Harbor Investments, Inc. and Strong River Investments, Inc. (collectively,
the "Purchasers"), MacroChem Corporation (the "Company") sold to the Purchasers
1,816,658 shares (the "Shares") of the Company's Common Stock for $9.0 million,
or $4.954152 per share, and issued Closing Warrants and Adjustable Warrants to
the Purchasers. The Closing Warrants have a five-year term and are exercisable
for an aggregate of 363,332 shares of Common Stock at $5.90 per share. The
Adjustable Warrants, exercisable at $.01 per share, cover an adjustable amount
of shares of Common Stock, based on the market price of the Common Stock during
four (4) separate periods of twenty trading days ending up to 240 days following
effectiveness of the registration statement to be filed for the resale of the
Shares and the Common Stock issuable upon exercise of the Closing Warrants and
the Adjustable Warrants (the "Registration Statement"). The Purchasers have
certain rights of first refusal and other rights during the same period. The
Company may require the Purchasers to purchase an additional $7 million dollars
of Common Stock seven months after effectiveness of the Registration Statement,
subject to certain conditions, at 105% of the average closing bid price of the
Common Stock for the five trading days prior to the closing. The Purchasers
would also receive Closing Warrants for 20% of the shares sold, exercisable at
125% of the five-day average closing bid price, and Adjustable Warrants. The
Company has also issued to Leerink Swann & Company, as partial compensation for
Leerink Swann's services as finder in the transaction, a five-year warrant
exercisable for 108,999 shares at $7.43 per share.
The above summary is not intended to be complete and is qualified in
its entirety by reference to the detailed provisions in the agreements which are
attached as exhibits. In addition, a copy of the press release issued by the
Company in connection with the Transaction is attached hereto as Exhibit 99.1 to
this Form 8-K and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS:
10.1. Securities Purchase Agreement among MacroChem Corporation,
Bay Harbor Investments, Inc. and Strong River Investments,
Inc. dated as of October 23, 2000.
10.2. Form of Closing Warrant dated as of October 23, 2000.
10.3. Form of Adjustable Warrant dated as of October 23, 2000.
10.4. Form of Registration Rights Agreement by and among MacroChem
Corporation, Bay Harbor Investments, Inc. and Strong River
Investments, Inc. dated as of October 23, 2000.
10.5. Warrant issued to Leerink Swann & Company dated as of October
23, 2000.
99.1. Press Release.
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SIGNATURE
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.
MacroChem Corporation
Date: October 31, 2000 By:/s/Kenneth L. Rice, Jr.
Name: Kenneth L. Rice, Jr.
Title: Vice President and Treasurer
<PAGE>
EXHIBIT INDEX
The following designated exhibits are filed herewith:
10.1. Securities Purchase Agreement among MacroChem Corporation,
Bay Harbor Investments, Inc. and Strong River Investments,
Inc. dated as of October 23, 2000.
10.2. Form of Closing Warrant dated as of October 23, 2000.
10.3. Form of Adjustable Warrant dated as of October 23, 2000.
10.4. Form of Registration Rights Agreement by and among MacroChem
Corporation, Bay Harbor Investments, Inc. and Strong River
Investments, Inc. dated as of October 23, 2000.
10.5. Warrant issued to Leerink Swann & Company dated as of October
23, 2000.
99. Press Release.
