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 1934
Date of Report: June 6, 1996
INTERNEURON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State of other jurisdiction of incorporation)
0-18728 043047911
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(Commission File Number) (IRS Employer Identification No.)
ONE LEDGEMONT CENTER, 99 HAYDEN AVENUE, LEXINGTON, MASSACHUSETTS 02173
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (617) 861-8444
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Item 5. OTHER EVENTS
Progenitor, Inc. ("Progenitor"), a majority-owned subsidiary of the
Registrant, today filed a registration statement with the Securities and
Exchange Commission relating to a proposed initial public offering by Progenitor
of 2,500,000 shares of Progenitor's Common Stock. Progenitor has granted the
underwriters an option to purchase 375,000 additional shares from Progenitor to
cover over-allotments, if any. It is anticipated that the initial public
offering price will be between $11 and $13 per Share. Based on the proposed
terms of the offering, after the offering, the Registrant would own
approximately 51% of Progenitor's outstanding Common Stock, without giving
effect to any exercise of the over-allotment option or any other options or
warrants.
Vector Securities International, Inc., Tucker Anthony Incorporated and
Genesis Merchant Group Securities will manage the offering.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This report shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sales of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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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.
INTERNEURON PHARMACEUTICALS INC.
By: /S/ THOMAS F. FARB
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Thomas F. Farb,
Executive Vice President - Finance,
Chief Financial Officer
Dated: June 6, 1996
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