<PAGE>
Total Number of Pages: 3
--
UNITED STATES 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 OF 1934
Date of Report (Date of earliest event reported) November 30, 1998
------------------
CYGNUS, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 0-18962 94-2978092
- --------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 PENOBSCOT DRIVE, REDWOOD CITY, CALIFORNIA 94063-4719
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 369-4300
--------------
NOT APPLICABLE
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. OTHER EVENTS.
In a press release disseminated on November 30, 1998, the Registrant
publicly announced it is to Receive $2.726 Million From Arbitration
Proceedings Against Pharmacia & Upjohn. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
CYGNUS, INC.
DATE: December 2, 1998 By: /s/ John C. Hodgman
-----------------------------------
Name: John C. Hodgman
Title: President, Chief Executive
Officer and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
99.1 Press Release dated November 30, 1998, issued by Cygnus, Inc. ,
announcing it is to Receive $2.726 Million From Arbitration
Proceedings Against Pharmacia & Upjohn.
<PAGE>
EXHIBIT 99.1
FOR ADDITIONAL INFORMATION:
Craig Carlson/Senior Vice President
(650) 369-4300 www.cygn.com
FOR IMMEDIATE RELEASE
Cygnus to Receive $2.726 Million From Arbitration Proceedings
Against Pharmacia & Upjohn
REDWOOD CITY, CA - November 30, 1998 - Cygnus, Inc. (Nasdaq: CYGN) announced
today the American Arbitration Association issued the final award on the
arbitration proceedings between Cygnus and Pharmacia & Upjohn ("Pharmacia")
relating to the Nicotrol (Registered Trade Mark) patch (Pharmacia AB,
Stockholm, Sweden), Cygnus' smoking cessation patch. Pursuant to the findings
from the arbitration proceedings, Cygnus was awarded $4.3 million for
prevailing in some of its claims and Pharmacia was awarded $1.575 million for
prevailing in some of its claims. Accordingly, Cygnus will realize a net amount
of $2.726 million.
Cygnus initiated arbitration proceedings against Pharmacia in May 1997. The
agreement between Cygnus and Pharmacia provided that Pharmacia would be
obligated to pay Cygnus for, among other things, existing inventory costs and
certain purchase order commitments. Pharmacia had a counterclaim against Cygnus
in the arbitration, seeking reimbursement for an alleged overpayment in
royalties for Nicotrol units shipped in 1996 and 1997. Cygnus' claim and
Pharmacia's counterclaim commenced on June 15, 1998 before a panel of the
American Arbitration Association.
Cygnus is engaged in the development and manufacture of diagnostic and drug
delivery systems utilizing its proprietary technologies to satisfy unmet
medical needs cost effectively. Cygnus' current efforts are primarily focused
on two core areas: an automatic and continuous glucose monitoring device (the
GlucoWatch (Registered Trade Mark) monitor) and transdermal drug delivery
systems.
This news release contains forward-looking statements regarding future events
and the future performance of the Company that involve risks and uncertainties
that may cause the Company's actual results to differ materially. The Company
refers you to the documents the Company files from time to time with the
Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
which contain descriptions of certain factors that could cause the Company's
actual results to differ from the Company's current expectations and any
forward-looking statements contained in this news release.
END
