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: May 4, 1998
(Date of earliest event reported)
Somatogen, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-19423 84-0991858
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
2545 Central Avenue, Suite FD1, Boulder, Colorado 80301
(Address of principal executive offices, including zip code)
(303) 440-9988
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 1. CHANGE IN CONTROL
On May 4, 1998, the stockholders of Somatogen, Inc., a Delaware
corporation (the "Registrant"), approved and adopted the Agreement and Plan
of Merger, dated as of February 23, 1998 (the "Merger Agreement"), by and
among Baxter International Inc., a Delaware corporation ("Baxter"), RHB1
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Baxter ("Merger Sub"), and the Registrant. Pursuant to the Merger
Agreement, the Registrant was merged (the "Merger") with and into Merger
Sub, with Merger Sub being the surviving corporation of the Merger. As a
result of the Merger, each share of Common Stock, par value $.001 per
share, of the Registrant, was converted into the right to receive shares of
common stock, par value $1 per share, of Baxter and contingent payment
rights of Baxter. A press release announcing consummation of the Merger is
attached as an exhibit to this interim report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
EXHIBIT DESCRIPTION
99.10 Press Release, dated May 4, 1998.
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.
SOMATOGEN, INC.
By: /s/ Timothy D. Hoogheem
______________________________
Timothy D. Hoogheem
Senior Vice President of Finance
and Administration, Chief
Financial Officer and Treasurer
Date: May 4, 1998
EXHIBIT INDEX
Number Exhibit
99.10 Press Release, dated May 4, 1998.
EXHIBIT 99.10
For Immediate Release
BAXTER'S ACQUISITION OF SOMATOGEN COMPLETED TODAY
(BOULDER, Colo., May 4, 1998) - Somatogen, Inc. (NASDAQ:SMTG) announced
today that the acquisition by Baxter of Somatogen, a biopharmaceutical
developer of recombinant hemoglobin technology, has been completed. As a
result of the merger, Somatogen's Common Stock will no longer be quoted on
the NASDAQ National Market. Under the terms of the merger agreement, each
share of Somatogen Common Stock has been converted into the right to
receive 0.1685 shares (the "Ratio") of Baxter common stock and one
Contingent Payment Right. The Ratio was calculated pursuant to the formula
set forth in the merger agreement. On May 1, 1998, Baxter common stock
closed at $55.625. Letters of transmittal will be sent in the near future
to the Somatogen stockholders of record as of May 4, 1998.
