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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: January 27, 2000
Commission File Number: 0-18976
CELTRIX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3121462
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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2033 Gateway Place, Suite 600, San Jose, CA 95110
(Address of principal executive offices and zip code)
Registrant's Telephone Number: (408) 988-2500
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ITEM 5. OTHER EVENTS
On December 1, 1999, Celtrix Pharmaceuticals, Inc., a Delaware corporation
(the "Company") announced Insmed Pharmaceuticals to Acquire Celtrix. Further
details regarding this announcement are contained in the Company's news release
dated December 1, 1999, attached as exhibit hereto and incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) EXHIBITS
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Exhibit 21 Celtrix Pharmaceuticals, Inc. News Release dated
December 1, 1999.
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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 thereunto duly authorized.
CELTRIX PHARMACEUTICALS, INC. (Registrant)
Date: January 27, 2000 By: /s/ DONALD D. HUFFMAN
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Donald D. Huffman
Vice President, Finance & Administration
Chief Financial Officer
(Duly authorized principal financial and
accounting officer)
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CELTRIX PHARMACEUTICALS, INC.
INDEX TO EXHIBITS
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Exhibit Number
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Exhibit 21 Celtrix Pharmaceuticals, Inc. Press Release dated December 1, 1999.
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EXHIBIT 21
[CELTRIX LETTERHEAD]
NEWS RELEASE
CONTACT: INSMED Pharmaceuticals, Inc.
Michael D. Baer
804/828-6893 ext. 135
or
Celtrix Pharmaceuticals, Inc.
Donald Huffman
408/573-6232
INSMED PHARMACEUTICALS TO ACQUIRE CELTRIX
SAN JOSE, Calif.--(BUSINESS WIRE)--Dec. 1, 1999--INSMED Pharmaceuticals, Inc.
(a privately-held biopharmaceutical company) and Celtrix Pharmaceuticals, Inc.
(Nasdaq: CTRX) announced today that they had entered into a definitive agreement
for INSMED to acquire Celtrix.
The acquisition of Celtrix by INSMED is subject to approval by the shareholders
of both companies, as well as certain other contingencies and is expected to
close at the end of the first quarter, 2000. At closing, each share of Celtrix
will be exchanged for one share in a newly formed holding company and each share
of INSMED will be exchanged for three and one-half shares.
Based on the last sale of Celtrix common stock on the NASDAQ SmallCap Market on
November 30, 1999, the proposed transaction has a total value of approximately
$140 million. On a fully diluted basis, Celtrix has about 37.0 million and
INSMED has about 15.2 million shares outstanding. After the transaction,
INSMED's current shareholders will hold approximately 59 percent and Celtrix's
current shareholders will hold approximately 41 percent of the new company. The
exchange will be tax-free for both companies' shareholders. In addition, INSMED
expects to complete a private placement of equity securities prior to the
acquisition.
The new company's product portfolio will include three drug candidates in
advanced clinical trials for the treatment of types 1 and 2 diabetes,
osteoporosis, polycystic ovary syndrome and tissue repair.
Geoffrey Allan, Ph.D., who currently serves as President and CEO of INSMED, will
be President and CEO of the holding company, and the directors of INSMED will be
directors of the holding company. The new company will be located in INSMED's
existing facilities in Richmond, Virginia.
Commenting on the acquisition, Dr. Allan said, "This is a unique opportunity for
both companies to significantly expand their product portfolios and accelerate
their combined clinical development program."
-more-
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"Insmed Pharmaceuticals to Acquire Celtrix"
Page 2
"Our goal is to be a leader in the development of drugs to treat endocrine and
metabolic disorders," said Allan. "We do not intend to be primarily
royalty-driven. Rather, we will retain U.S. rights for selected indications, and
partner other rights to maximize global development and revenues."
"We are excited about our clinical results," said Andreas Sommer, Ph.D.,
President and CEO of Celtrix. "This agreement provides the infrastructure and
support needed for SomatoKine to realize its full potential and is a valuable
opportunity for our shareholders." In his new capacity, Dr. Sommer will serve as
a consultant to the new company.
Celtrix currently has two strategic alliance agreements, a joint venture with
Elan Corporation, plc. for the development of SomatoKine, a recombinant
DNA-derived protein complex, for osteoporosis and a licensing agreement with
Genzyme Corporation for the rights to TGF-beta-2, (transforming growth factor)
currently in Phase II clinical testing for the treatment of dermal ulcers.
Celtrix is a biopharmaceutical company developing therapeutics for seriously
debilitating, degenerative conditions primarily associated with severe trauma,
chronic diseases or aging. The company's focus is on SomatoKine, its novel
IGF-BP3 complex (insulin-like growth factor) for treatment of a broad range of
metabolic disorders. It has completed Phase II trials in severely osteoporotic
patients recovering from hip fracture surgery, and for the treatment of type I
diabetes. In addition, Celtrix has licensed rights for another molecule,
TGF-beta-2, currently in Phase II clinical testing for treatment of dermal
ulcers, to Genzyme Corporation for incorporation into their comprehensive
program for tissue repair.
INSMED is an emerging bioscience company focused on the diagnosis and treatment
of medical conditions associated with insulin resistance, including type 2
diabetes and polycystic ovary syndrome (PCOS). Through strong relationships
developed between researchers at the University of Virginia School of Medicine
and INSMED, the company has made important advances in the scientific
understanding of insulin resistance, resulting in a series of proprietary
therapeutic product candidates. INSMED's lead product, INS-1, is currently in
Phase II clinical trials for both type 2 diabetes and PCOS.
Statements included within this press release, which are not historical in
nature, constitute forward-looking statements for purposes of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties that could cause actual results to
differ materially from those described herein. Risks and uncertainties include:
product candidates may fail in the clinic or may not be successfully marketed;
lack of financial resources to complete development of clinical candidates; and
competing products. For a more complete discussion of these and additional risks
and uncertainties, refer to cautionary statements made in Celtrix documents
filed with the SEC, in particular its annual report on Form 10-K for the year
ended March 31, 1999 and its Form 10-Q for the period ended September 30, 1999.
-end-
