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: March 14, 1997
INTERNEURON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State of other jurisdiction of incorporation)
0-18728 043047911
(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
Interneuron Pharmaceuticals, Inc. (the "Registrant"), today filed with the
Securities and Exchange Commission ("SEC") an amendment to its registration
statement on Form S-1 relating to a proposed initial public offering ("IPO") by
Progenitor of 2,750,000 shares of Progenitor's Common Stock. Progenitor has
granted the underwriters an option to purchase 412,500 additional shares from
Progenitor to cover over-allotments, if any. It is anticipated that the initial
public offering price will be between $10 and $12 per share. Concurrently with
the closing of the IPO and pursuant to a stock purchase agreement and related
license agreement, Progenitor will sell to Amgen Inc. an additional $5.5 million
of Progenitor Common Stock at the initial public offering price for $4.5 million
in cash and a $1 million promissory note.
Lehman Brothers and Genesis Merchant Group Securities will manage the
IPO.
Progenitor also filed with the SEC a registration statement on Form S-4
relating to the acquisition of Mercator Genetics, Inc. ("Mercator"). Pursuant to
a previously disclosed agreement, Progenitor agreed to acquire Mercator upon the
closing of an IPO in exchange for up to $22 million in Progenitor Common Stock
and the assumption of Mercator liabilities. Based on the proposed terms of the
IPO and the Mercator acquisition, the Registrant would own approximately 43% of
Progenitor's outstanding Common Stock, without giving effect to any exercise of
the over-allotment option or any other options or warrants. The percentage of
Progenitor Common Stock to be owned by the Registrant will depend upon several
factors, including the number of shares issued by Progenitor in connection with
the Mercator acquisition, the timing of the IPO, the IPO price and the amount of
Progenitor's outstanding indebtedness to the Registrant converted into Common
Stock at the time of the IPO.
In connection with the Mercator acquisition, Progenitor will incur
non-recurring charges to operations currently estimated to aggregate
approximately $30 million, a portion of which will be non-cash charges related
to the purchase of in-process research and development and a portion of which
relate to advances to Mercator under a line of credit provided by Progenitor
(and funded by the Registrant). The estimated charges are preliminary estimates
and subject to increase based on several factors, including the timing of the
transaction and unanticipated costs. The Registrant will record a portion of
these charges based on its ownership interest in Progenitor.
Progenitor is engaged in the discovery and functional characterization
of genes, receptors and related proteins to identify targets for the development
of new pharmaceuticals and has identified several therapeutic targets, including
the B219 leptin receptor for which Progenitor has received two notices of
allowance from the United States Patent and Trademark Office.
Registration statements relating to Progenitor's securities have been
filed with the Securities and Exchange Commission but have not yet become
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement
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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.
This report contains certain forward-looking statements which involve a
number of risks and uncertainties as set forth under "Risk Factors" and
elsewhere in the Registrant's filings under the Securities Act of 1933 and the
Securities Exchange Act of 1934 and in Progenitor's registration statements
referred to above, including, in addition, to the factors discussed above, the
risk that the Mercator acquisition and the IPO are not completed.
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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: March 14, 1997
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