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): March 16, 2000
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NORTH AMERICAN VACCINE, INC.
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(Exact name of registrant as specified in its charter)
Canada 1-10451 98-0121241
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
10150 Old Columbia Road Columbia, Maryland 21046
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 309-7100
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(Former name or former address, if changed since last report.)
Exhibit Index is on page 2.
<PAGE>
ITEM 5. OTHER EVENTS.
On March 16, 2000, North American Vaccine, Inc. (the "Company"), issued a
press release regarding the status of its acquisition by Baxter International,
Inc. ("Baxter"). The March 16 press release is attached hereto as Exhibit 99.1.
On March 17, 2000, the Company issued a supplemental press release clarifying
certain details from the March 16 press release. The March 17 press release is
attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
99.1. Press release, dated March 16, 2000.
99.2. Press release, dated March 17, 2000.
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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.
NORTH AMERICAN VACCINE, INC.
By: /s/ Lawrence J. Hineline
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Lawrence J. Hineline
Vice President, Finance
Dated: March 24, 2000
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[ICON](REGISTERED)
MODIFICATION TO AGREEMENT TO ACQUIRE NORTH AMERICAN VACCINE BEING DISCUSSED
Columbia, Maryland - March 16, 2000, North American Vaccine (AMEX: NVX)
announced today that is has advised Baxter International Inc. that, while NVX
expects to substantially satisfy its conditions to closing, NVX will not satisfy
certain conditions to closing otherwise required to be satisfied by April 1,
2000 under the Share Exchange Agreement between the parties. Baxter has advised
NVX that it will not close on the acquisition transaction for NVX under the
current terms of the Share Exchange Agreement unless all conditions to closing
are satisfied in the time frame specified. Based upon this concern and other
developments of concern to Baxter, Baxter has proposed that the parties modify
the Share Exchange Agreement. The parties have begun discussions. There can be
no assurances as to whether NVX and Baxter will reach an agreement with respect
to a mutually acceptable modification to the Share Exchange Agreement or as to
the timing of any such agreement. Under the existing Share Exchange Agreement,
Baxter had agreed to acquire NVX in an arrangement under Canadian law in
exchange for $7.00 per share of NVX common and preferred stock payable in stock
of Baxter and cash.
North American Vaccine, Inc. is engaged in the research, development,
production and sales of vaccines for the prevention of human infectious
diseases. North American Vaccine news releases are available on the Company's
web site at http://www.nava.com.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD LOOKING STATEMENTS, WHICH ARE
MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE SECURITIES LITIGATION REFORM
ACT OF 1995, INCLUDING PROSPECTS FOR MEETING TERMS OF THE SHARE EXCHANGE
AGREEMENT WITH BAXTER, DISCUSSIONS ON MODIFYING THE SHARE EXCHANGE AGREEMENT AND
PROSPECTS FOR COMPLETING DISCUSSIONS WITH BAXTER. INVESTORS ARE CAUTIONED THAT
FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT MAY AFFECT THE
COMPANY'S BUSINESS AND PROSPECTS, INCLUDING DEVELOPING MUTUALLY ACCEPTABLE
MODIFICATIONS TO THE SHARE EXCHANGE AGREEMENT WITH BAXTER, SUCCESSFULLY
COMPLETING ANY CONTEMPLATED TRANSACTION, AND ALL AS DISCUSSED IN THE COMPANY'S
FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, INCLUDING ITS ANNUAL
REPORTS ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q AND CURRENT REPORTS ON FORM
8-K.
[ICON](REGISTERED)
NORTH AMERICAN VACCINE CLARIFIES REFERENCES TO CONDITIONS
Columbia, Maryland - March 17, 2000, North American Vaccine (AMEX: NVX)
announced today that the conditions referred to in its press release issued
yesterday, regarding the acquisition transaction with Baxter International,
Inc., that would not be satisfied by April 1, 2000 are, obtaining regulatory
approval from British Health authorities for NeisVac-C(TRADEMARK) vaccine and
the manufacture of a two month supply of doses of NeisVac-C(TRADEMARK) vaccine
for delivery under the supply agreement with British Health authorities.
Although these conditions will not be satisfied by April 1, 2000, the company
expects to obtain British regulatory approval and to manufacture a satisfactory
number of doses of NeisVac-C(TRADEMARK) vaccine in due course. There can be no
assurance that the company and Baxter will be able to negotiate a satisfactory
modification to the Share Exchange Agreement even if the company eventually
obtains British regulatory approval and manufactures a satisfactory number of
doses of NeisVac-C(TRADEMARK) vaccine.
North American Vaccine, Inc. is engaged in the research, development,
production and sales of vaccines for the prevention of human infectious
diseases. North American Vaccine news releases are available on the Company's
web site at http://www.nava.com.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD LOOKING STATEMENTS, WHICH ARE
MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE SECURITIES LITIGATION REFORM
ACT OF 1995, INCLUDING PROSPECTS FOR MEETING TERMS OF THE SHARE EXCHANGE
AGREEMENT WITH BAXTER AND PROSPECTS FOR OBTAINING REGULATORY APPROVAL AND
MANUFACTURING A SATISFACTORY NUMBER OF DOSES OF NEISVAC-C(TM) VACCINE. INVESTORS
ARE CAUTIONED THAT FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES
THAT MAY AFFECT THE COMPANY'S BUSINESS AND PROSPECTS, ALL AS DISCUSSED IN THE
COMPANY'S FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, INCLUDING
ITS ANNUAL REPORTS ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q AND CURRENT
REPORTS ON FORM 8-K.
