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 Event Reported): April 28, 1997
AGOURON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
California 0-15609 33-0061928
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
10350 North Torrey Pines Road 92037
La Jolla, California
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(Address of principal executive offices) Zip Code
(619) 622-3000
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On April 28, 1997, the Registrant signed a definitive agreement to
acquire Alanex Corporation, a privately held drug discovery company, for
1,000,000 shares of newly issued Agouron common stock. The transaction is
expected to close in approximately thirty (30) days. See the Press Release
attached as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number
99.2 Form of Press Release dated April 29, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 2, 1997
AGOURON PHARMACEUTICALS, INC.
By /s/ Peter Johnson
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Peter Johnson
President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99.2 Form of Press Release dated April 29, 1997.
Contact:
Donna Nichols (619) 622-3009
Senior Director, Corporate Communications
For Release at 9:00 a.m. EDT on April 29, 1997
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AGOURON ACQUIRES ALANEX CORPORATION
LA JOLLA, Calif., April 29, 1997 -- Agouron Pharmaceuticals, Inc. (Nasdaq
NNM: AGPH) announced today that it has signed a definitive agreement to acquire
Alanex Corporation, a privately held drug discovery company, for 1,000,000
shares of newly issued Agouron common stock. The transaction is expected to
close in approximately 30 days.
Alanex, located in San Diego, is engaged in the discovery of drug leads
through the high-speed screening of diverse chemical libraries designed by
computational methods and generated by combinatorial chemistry. Alanex utilizes
proprietary software to design either broad or highly targeted combinatorial
libraries of molecules that can readily be synthesized in large numbers. With
approximately 80 employees, Alanex is presently conducting research projects
aimed at discovery of drugs for such therapeutic indications as pain, diabetes,
obesity, anxiety, and certain malignant tumors. Alanex currently has
collaborative arrangements with Aurora Biosciences, Astra Pharma, Inc., Novo
Nordisk, and Roche Bioscience.
A leader in the design of small molecule drugs based upon the three
dimensional structures of proteins that play key roles in human disease, Agouron
currently markets its first commercial product, an HIV protease inhibitor, in
the United States and is engaged in the research and development of more than a
dozen other products.
"We have believed for some time that the integration of technologies for
three-dimensional, structure-based drug design with technologies for
computation-directed combinatorial chemistry and high throughput screening could
be an extremely powerful force in drug discovery with immediate benefits," said
Peter Johnson, Agouron's president and chief executive officer. "We were very
impressed by the competitive position of Alanex in the area of targeted
combinatorial chemistry and impressed by the contributions that Alanex's
proprietary research projects could make to our development pipeline. The fact
that Alanex is well funded through collaborative arrangements with
-more-
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excellent pharmaceutical partners made the merger all the more attractive to
Agouron."
Current employees of Alanex are generally expected to become employees of a
subsidiary of Agouron to be headed by Marvin Brown, M.D., currently president
and chief executive officer of Alanex Corporation. The Alanex subsidiary will
continue to engage in collaborative research programs with pharmaceutical and
biotechnology companies, will independently carry out certain proprietary drug
discovery programs, and will have access to the product development and
marketing capabilities of Agouron.
"The acquisition of Alanex is not expected to have a significant impact on
Agouron's near-term financial condition," said Steven Cowell, Agouron's vice
president and chief financial officer. "While the acquisition is expected to be
accounted for as a purchase and generate a significant write-off of in-process
R&D in the fourth quarter of Agouron's fiscal year ending June 30, 1997,
revenues from Alanex's existing and anticipated collaborative arrangements are
expected to substantially offset its operating expenses in fiscal 1998."
"We are excited to accept this unique opportunity to merge the discovery
technologies of our two companies," said Dr. Brown. "Access to Agouron's
development and marketing capabilities will also assure the progress of
Alanex's proprietary development projects."
PaineWebber Incorporated acted as advisor to Agouron in the merger
transaction; Lehman Brothers acted as advisor to Alanex.
Agouron Pharmaceuticals, Inc. is an integrated pharmaceutical company
committed to the discovery, development, manufacturing and marketing of small
molecule drugs for treatment of serious diseases.
Certain statements in this news release consist of forward-looking statements
that involve risks and uncertainties, including, but not limited to,
uncertainties regarding future collaborative research programs and financial and
other representations made by management. Other risks may exist as detailed from
time to time in the reports filed by the company with the Securities and
Exchange Commission, including the company's reports on Forms 10-K and 10-Q.
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