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Total Number of Pages: 3
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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 18, 1999
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CYGNUS, INC.
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(Exact name of registrant as specified in its 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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Item 5. Other Events.
On November 18, 1999, Cygnus, Inc. issued a press release,
the text of which is attached hereto as Exhibit 99.1, announcing that
the Company signed a binding agreement to sell most of the assets of its
drug delivery business to Ortho-McNeil Pharmaceutical, Inc., a Johnson &
Johnson company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number
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99.1 Press Release by Cygnus, Inc. dated November 18, 1999
referred to in Item 5 above.
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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.
DATE: November 19, 1999 By: /s/ Barbara G. McClung
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Name: Barbara G. McClung
Title: Senior Vice President
and General Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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99.1 Press Release by Cygnus, Inc. dated November 18, 1999. Refer to Item
5 above.
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EXHIBIT 99.1
FOR ADDITIONAL INFORMATION:
Corporate Communications, Cygnus
(650) 369-4300 www.cygn.com
Burns McClellan (212) 213-0006
Justin Jackson - Media
FOR IMMEDIATE RELEASE
Cygnus to Sell Drug Delivery Business to Ortho-McNeil Pharmaceutical, Inc.
Redwood City, CA - November 18, 1999 - Cygnus, Inc. (NASDAQ: CYGN) announced
today the signing of a binding agreement to sell most of the assets of its drug
delivery business to Ortho-McNeil Pharmaceutical, Inc, a Johnson & Johnson
company. Ortho-McNeil will pay up to $75 million in cash, contingent on the
achievement of certain milestones. Under terms of the agreement, Cygnus will
receive $20 million in cash at closing. The remaining contingent payments
relate to the achievement of certain technical, regulatory and
commercialization milestones for the contraceptive patch Cygnus is developing
with the R.W. Johnson Pharmaceutical Research Institute, a Johnson & Johnson
company.
The asset acquisition is subject to Hart-Scott-Rodino review.
According to John C. Hodgman, Chairman, President and Chief Executive Officer
of Cygnus, "The primary reason for our decision to sell the drug delivery
business is to focus management attention and corporate resources on the
GlucoWatch (Registered Trademark) monitor and its proprietary sensor
technology."
Cygnus will sell the assets of the drug delivery business to Ortho-McNeil
except those relating to a nicotine patch under development and one other early
stage project. Cygnus products that are being acquired include the Nicotrol
(Registered Trademark) (Pharmacia AB, Stockholm, Sweden) nicotine system that
is being marketed by Pharmacia & Upjohn in Europe and by McNeil Consumer
Healthcare, a Johnson & Johnson company, in the US; two hormone replacement
transdermal products: a 7-day estrogen patch recently approved by the U.S. Food
and Drug Administration and an estrogen/progestin combination product that
completed Phase 3 clinical trials; and the contraceptive patch being developed
by the R.W. Johnson Pharmaceutical Research Institute.
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: a frequent, automatic and non-invasive glucose monitoring
device (the GlucoWatch - Registered Trademark - device) 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. Such factors
include government approvals related to this proposed asset sale and government
approvals, commercial introduction and market acceptance of the GlucoWatch
(Registered Trademark) monitor. There can be no assurances that the proposed
asset sale will pass the Hart-Scott-Rodino review. Further, there can be no
assurances that the GlucoWatch (Registered Trademark) monitor will be approved
by the U.S. Food and Drug Administration. There also can be no assurances that
if the company receives approval from the FDA that the product could be
successfully manufactured or marketed. 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
