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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: February 18, 2000
(Date of earliest event reported)
AVANIR PHARMACEUTICALS
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-18734 33-0314804
(Commission File Number) (IRS Employer Identification No.)
9393 Towne Centre Drive, Suite 200, San Diego, California 92121
(Address of principal executive offices) (Zip code)
(858) 558-0364
(Registrants telephone number, including area code)
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Item 5. OTHER EVENTS
On March 22, 1999, we entered into an agreement with several accredited
investors to obtain up to $5 million in financing through the sale of up to 500
shares of Series D Convertible Preferred Stock ("Series D Shares") and related
Class J Stock Purchase Warrants ("Class J Warrants"). At the initial closing on
March 31, 1999 we received $2 million in exchange for issuing to the investors
200 Series D Shares and related Class J Warrants to purchase an aggregate of
100,000 shares of Class A Common Stock. All 200 Series D Shares were converted
by the investors to Class A Common Stock on or before September 30, 2000.
On February 18, 2000, we received an additional $1 million in exchange for
issuing to the investors 100 Series D Shares and related Class J Warrants to
purchase an aggregate of 50,000 shares of Class A Common Stock, pursuant to the
investors' exercise of an option to purchase these additional securities under
similar terms as the March 1999 financing. The Series D Shares carry a 5%
dividend, payable quarterly in cash or, at our option, in stock at the
applicable conversion rate. As with the previous Series D Shares, the investors
have the option to convert them into shares of Class A Common Stock at a price
per share which is the lesser of a fixed conversion price or a variable
conversion price based on the market prices of the Class A Common Stock on or
about the date of conversion. The initial fixed conversion price for the Series
D Shares issued on February 18, 2000 has been set at $2.715 per share of Class A
Common Stock. The exercise price of the Class J Warrants was also set at $2.715
per share. The Class J Warrants expire in five years from their respective dates
of issuance.
The above summary is qualified in its entirety by the terms and provisions of
the exhibits attached to the Current Report on Form 8-K filed with the SEC on
April 1, 1999.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 Certificate of Determination dated March 26, 1999*
4.2 Form of Series D Convertible Preferred Stock Certificate*
4.3 Form of Class J Stock Purchase Warrant*
10.1 Securities Purchase Agreement dated as of March 22, 1999*
10.2 Registration Rights Agreement dated as of March 22, 1999*
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* Incorporated by reference to the similarly described exhibit included with the
Company's Form 8-K, filed April 1, 1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AVANIR PHARMACEUTICALS
Date: February 22, 2000 By: /s/ Gregory P. Hanson
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Gregory P. Hanson
Vice President, Finance and
Chief Financial Officer
