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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 6, 1996
SERAGEN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19855 04-2662345
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
97 SOUTH STREET, HOPKINTON, MASSACHUSETTS 01748
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 435-2331
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Exhibit Index on page 4.
Page 1 of 4 pages
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ITEM 5. OTHER EVENTS.
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On June 6, 1996, the Registrant publicly disseminated a press release
announcing that it has raised gross proceeds of $4 million (approximately $3.8
million net of offering fees and costs) through the sale of 4,000 shares of
Series A convertible preferred stock to institutional investors outside the
United States. The information contained in the press release is incorporated
herein by reference and filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
99.1 The Registrant's Press Release dated June 6, 1996.
Page 2 of 4 pages
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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.
SERAGEN, INC.
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(Registrant)
Date: June 14, 1996 /s/ Thomas N. Konatich
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Thomas N. Konatich
Vice President for Finance and
Chief Financial Officer
Page 3 of 4 pages
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page Number
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99.1 The Registrant's Press Release 5
dated June 6, 1996
Page 4 of 4 pages
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[LOGO]
SERAGEN, INC., 97 South Street, Hopkinton, Massachusetts 01748
FOR IMMEDIATE RELEASE
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For more information, contact Investor Relations/Corporte Communications
Lora Maurer, Manager
phone: 508-435-2331
fax: 508-435-9805
e-mail: [email protected]
SERAGEN CLOSES $4 MILLION OVERSEAS PLACEMENT
OF PREFERRED STOCK
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Hopkinton, MA--June 6, 1996--Seragen, Inc. (NASDAQ:SRGN). Seragen, Inc.
announced today that it has raised gross proceeds of $4 million (approximately
$3.8 million net of offering fees and costs) through the sale of 4,000 shares of
Series A convertible preferred stock to institutional investors outside the
United States.
The preferred stock is convertible at the option of the holders, beginning in
July 1996, into shares of Seragen's common stock at a conversion price equal to
the lesser of: the closing bid price on Nasdaq on May 28, 1996; or 73 percent
of the average closing bid prices for a specified period prior to the
conversion date. Terms of the preferred stock also provide for dividends
payable in shares of the company's common stock.
The shares involved in the overseas offering will not be registered with the
U.S. Securities and Exchange Commission, and no offers or sales may be made in
the United States or for the benefit of any U.S. person without registration or
an applicable exemption from the registration requirements of the U.S.
Securities Act of 1933.
Proceeds from the overseas offering will be used to finance the company's
operations during the second half of 1996. In addition, Seragen is actively
seeking additional equity and other financing arrangements which, if
successfully completed, would provide additional financial support.
-more-
Telephone 508-435-2331 [square bullet] Facsimile 508-435-9805
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Seragen Closes $4 Million Overseas Placement Of Preferred Stock / Page 2 of 2
Seragen is an integrated biopharmaceutical company developing a proprietary
technology portfolio. The Company's unique receptor-targeted therapeutic
products, known as fusion proteins, consist of a toxin fragment genetically
linked to a hormone or growth factor targeting specific receptors on the
surface of disease-causing cells.
Seragen's primary focus is in cancer and dermatology. The company's most
advanced product, IL-2 Fusion Protein, is in Phase III clinical trials for
cutaneous T-cell lymphoma, co-sponsored by Seragen and Eli Lilly and Company.
Seragen has independently conducted a Phase II trial of the same product for
psoriasis and is currently planning further trials for this application.
To the extent that any of the statements contained herein relating to the
Company's products and its operations are forward looking, such statements are
based on current expectations that involve a number of uncertainties and risks.
Such uncertainties and risks include, but are not limited to, the early stage
of the Company's product development and lack of product revenues; the
Company's history of operating losses and accumulated deficit; the Company's
limited financial resources and uncertainty as to the availability of
additional capital to fund its development on acceptable terms, if at all;
Boston University's control of the Company; the Company's reliance on fusion
protein technology; the potential development of competing fusion proteins,
products and technologies; the Company's dependence on its collaborative
partner, Eli Lilly and Company, and the lack of assurance that the Company will
receive further funding under this partnership or develop and maintain other
strategic alliances; the lack of assurance regarding patent and other
protection for the Company's proprietary technology; governmental regulation of
the Company's activities, facilities and products; the Company's limited
manufacturing capabilities; the personnel; the development of competing
technologies; uncertainties as to the extent of reimbursement for the costs of
the Company's potential products and related treatment by government and
private health insurers and other organizations; the potential adverse impact
of government-directed health care reform; the risk of product liability
claims; and general economic conditions. As a result, the Company's future
development efforts involve a high degree of risk. For further information,
refer to the discussion in the Company's 1995 Annual Report on Form 10-K, as
filed with the Securities and Exchange Commission. Actual results may differ
materially from such expectations.
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