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): December 11, 1997
FOUNTAIN PHARMACEUTICALS, INC.
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(Exact name of Registrant as specified in charter)
Delaware 0-18399 62-1386759
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(State or other (Commission File Number) (IRS Employer
jurisdiction of I.D. No.)
incorporation)
7279 Bryan Dairy Road
Largo, Florida 33777
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(Address of principal executive offices)
Registrant's telephone number, including area code: (813) 548-0900
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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 1. Changes in Control of Registrant
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On July 17, 1997, the Company completed the sale of 2,000,000
newly- designated and issued shares of Series A Convertible Stock
(the "Preferred Stock") in a private placement transaction that
resulted in a change of control of the Company. The Preferred Stock
was sold for $2.5 million in a private transaction to Fountain
Holdings, LLC ("Holdings"), a Wyoming limited liability company,
controlled by Mr. Joseph S. Schuchert, Jr. For a description of the
transaction, reference is made to the Company's Current Report on
Form 8-K dated July 17, 1997.
In conjunction with the sale of the Preferred Stock, the
Company reconstituted its Board of Directors to consist of Messrs.
John C. Walsh and James E. Fuchs as continuing directors and Dr.
Christopher Brown and Mr. Joseph S. Schuchert, Jr., as
newly-designated nominees of Holdings.
As of December 11, 1997, Ms. Carol Rae joined the Board of
Directors as a nominee of Holdings. Ms. Rae was appointed pursuant
to the exercise of certain rights granted to Holdings in connection
with the sale of the Preferred Stock which entitles the holder
thereof to elect a majority of the Company's Directors. Ms. Rae was
appointed by resolution of the Board of Directors adopted at a
meeting on October 9, 1997, subject to the notice to stockholders
pursuant to an Information Statement which was sent to the Company's
stockholders on November 19, 1997. See "Item 5 - Other Information."
Item 2. Acquisition or Disposition of Assets
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None.
Item 3. Bankruptcy or Receivership
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None.
Item 4. Changes in Registrant's Certifying Accountant
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None.
Item 5. Other Information
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In order to facilitate the conversion of the Company's
Preferred Stock and to enhance the market price and liquidity of the
Company's Common Stock, the Company has undertaken a one for twenty
reverse stock split, specifically, a conversion of every twenty
issued and outstanding shares into one share of the same class of
Common Stock (the "Reverse Stock Split"). As of October 9, 1997, the
Board of Directors of the Company adopted resolutions authorizing
the Reverse Stock Split.
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As of November 12, 1997, the Reverse Stock Split was also duly
authorized and approved by the holders of the majority of the Common
Stock and by all of the holders of the Company's Preferred Stock by
written consent in lieu of a special meeting.
As of November 19, 1997, the Company furnished an Information
Statement to the holders of shares of Common Stock and Class B
Common Stock providing notice of the Reverse Stock Split to such
stockholders.
The Reverse Stock Split became effective on December 11, 1997,
upon the amendment to the Company's Restated Certificate of
Incorporation which provided for such Reverse Stock Split.
Item 6. Resignations of Registrant's Directors
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None.
Item 7. Financial Statements and Exhibits
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(a) Exhibits: None.
(b) Reports on Form 8-K: None.
Item 8. Change in Fiscal Year
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None.
Item 9. Sales of Equity Securities Pursuant to Regulation S
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None.
<PAGE>
FOUNTAIN PHARMACEUTICALS, INC.
SIGNATURES
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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.
FOUNTAIN PHARMACEUTICALS, INC.
Dated: December 23, 1997 /s/ John C. Walsh
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JOHN C. WALSH, President
Chief Executive Officer
