<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 7, 1998
ROBERT PHARMACEUTICAL CORPORATION
- --------------------------------------------------------------------------------
(exact name of registrant as specified in its charter)
NEW JERSEY 1-1-432 22-2429994
- -------------- ------------- ----------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
- --------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 732-389-1182
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
- --------------------------------------------------------------------------------
(Former name or former address, if changed from last report)
<PAGE>
Item 5. Other Events
------------
Roberts Pharmaceutical Corporation today announced that it has entered
into an agreement with RiboGene, Inc. whereby Roberts has been contracted to
develop and has been granted an option to market exclusively, in the U.S.,
Canada and Mexico, RiboGene's Emitasol /R/, a Phase III intranasal delivery
formulation of metoclopramide.
Metoclopramide in oral and injectable form is approved for use in
treating emesis (nausea and vomiting). The intranasal dosing of Emitasol is
protected by a U.S. use patent and is intended for both the prevention and
treatment of chemotherapy induced emesis.
Under the terms of this agreement, RiboGene will provide up to $7
million in funding for the development of Emitasol through completion of Phase
III trials and the submission of a New Drug Application (NDA) with the balance,
if any provided by Roberts. Roberts said that it is targeting the second half of
1999 for the submission of the NDA.
Upon approval of the NDA, Roberts can exercise its option to market
Emitasol under the RiboGene patents by making a milestone payment at that time
plus subsequent royalties on product sales.
In a separate transaction, Roberts will purchase $10 million of
convertible preferred shares to be privately placed by RiboGene. The preferred
shares have no voting rights and RiboGene's operating results are separate from
Roberts' and will not be included in Roberts' income statement.
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.
ROBERTS PHARMACEUTICAL CORPORATION
----------------------------------
(Registrant)
Date: July 9, 1998 By: /s/ Anthony A. Rascio
-------------------------------
Anthony A. Rascio
Vice President
<PAGE>
FORWARD LOOKING STATEMENTS
Certain statements included in Item 5 of this form 8-K are intended to
be, and are hereby identified as, forward looking statements for purposes of the
safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended. The
Registrant cautions readers that forward looking statements, including, without
limitation, those relating to the Registrant's future business prospects,
revenues, cost of sales, intangible dispositions and write-offs, continuing
operations and discontinued operations, and liquidity and capital resources, are
subject to certain risks and uncertainties, including, without limitation, the
ability of the Registrant to secure regulatory approval in the United States and
in foreign jurisdictions for the Registrant's developmental pipeline drugs, the
efforts of the Registrant's competitors and the introduction of rival
pharmaceutical products which may prove to be more effective than the
Registrant's products, general market conditions, the availability of capital,
and the uncertainty over the future direction of the healthcare industry, that
could cause actual results to differ materially from those indicated in the
forward looking statements.
