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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) FEBRUARY 3, 1998
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CYGNUS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-18962 94-2978092
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 PENOBSCOT DRIVE, REDWOOD CITY, CALIFORNIA 94063-4719
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 369-4300
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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This amendment to Form 8-K is being filed to amend Item 5 to the
Company's Form 8-K filed on February 4, 1998 with respect to the execution of
Note Purchase Agreements by the Company and certain institutional investors.
Item 5 OTHER EVENTS
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On February 4, 1998, Cygnus, Inc. (the "Company") executed Note Purchase
Agreements dated as of February 3, 1998 with certain institutional investors
to issue and sell approximately $43 million of 4% Senior Subordinated
Convertible Notes due 2005 (the ``Notes''). The Notes were sold at par and
mature on February 1, 2005 and bear interest at a rate of 4% per annum.
Interest on the Notes may be paid in Common Stock or cash at the option of
the Company. The Notes are convertible into Common Stock of the Company at a
conversion price equal to the average of the two lowest trade prices of the
Common Stock as reported on the Nasdaq National Market for a specified number
of trading days immediately preceding the conversion date until February 1,
2000. The conversion price will be subject to maximum until February 1, 2000
and minimum conversion prices until February 1, 1999. Commencing February 1,
2000, the conversion price of the Notes will be set at a fixed price equal to
the greater of $150.00 per share and 150% of the market price of the Common
Stock for 20 trading days preceding such date.
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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.
CYGNUS, INC.
(Registrant)
Date: February 17, 1998 By: /s/ John C. Hodgman
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John C. Hodgman
Title: Chief Financial Officer
