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
June 10, 1997
ICOS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-19171 91-1463450
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
22021 20th Avenue Southeast, Bothell WA 98021
(Address of principal executive offices) (Zip Code)
(425)485-1900
(Registrant's telephone number, including area code)
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ITEM 5: Other Events
The registrant issued the following press release on June 10, 1997:
ICOS Corporation (NASDAQ:ICOS) announced today that its affiliate, ICOS Clinical
Partners, L.P. (the "Partnership") closed the initial sale to private investors
of interests in the Partnership. The purpose of the offering is to provide
funding to ICOS for the continued development, clinical testing and
commercialization of certain therapeutic products currently under development
by ICOS.
The initial sale results in net proceeds to the Partnership of approximately
$58 million with approximately $14 million payable to the Partnership on
closing with the balance paid in installments over a three-year period. In
connection with the closing, ICOS issued warrants to purchase an aggregate of
5,539,800 shares of ICOS Common Stock. The warrants will be exercisable over
a four year period commencing in October 1998 at an exercise price of $9.13.
In addition, ICOS will issue in June 1999, subject to certain requirements,
warrants to purchase an aggregate of 5,539,800 shares of ICOS Common Stock.
Such additional warrants, if issued, will be exercisable over a five year
period commencing in July 1999 at an exercise price to be determined at the
time of issuance of such warrants and which is expected to reflect a 25%
premium over the then-prevailing market price for ICOS Common Stock.
Neither the partnership interests nor the warrants will be registered under the
Securities Act of 1933, as amended, and may not be offered or sold absent
registration or an applicable exemption from registration requirements.
This notice does not constitute an offer to sell or the solicitation of an offer
to buy nor will there be any sale of these securities in any state in which such
an offer, solicitation or sale would be unlawful before registration or
qualification under the securities laws of such state.
ICOS is discovering and developing new pharmaceuticals by seeking points of
intervention in the inflammatory process that may lead to specific and
efficacious drugs. ICOS' research and drug development programs involve both
acute and chronic conditions such as ARDS, acute pancreatitis, asthma,
hemorrhagic shock, male erectile disorder, multiple sclerosis, myocardial
infarction, and psoriasis.
ITEM 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) See Exhibit Index
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INDEX TO EXHIBITS
Page
20.1 Press Release issued June 10, 1997 #
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# Filed with this document
<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.
ICOS CORPORATION
Date: June 23, 1997 By:/S/ HOWARD S. MENDELSOHN
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Howard S. Mendelsohn
Chief Accounting Officer
<PAGE>
ICOS CORPORATION
22021 20th Avenue SE
Bothell, WA 98021
NEWS RELEASE
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Contact: Lacy Fitzpatrick
ICOS Corporation
(425)485-1900
For Immediate Release:
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ICOS CLINICAL PARTNERS, L.P. COMPLETES INITIAL SALE
SEATTLE, WA - June 10, 1997 -- ICOS Corporation (NASDAQ:ICOS) announced today
that its affiliate, ICOS Clinical Partners, L.P. (the "Partnership") closed the
initial sale to private investors of interests in the Partnership. The purpose
of the offering is to provide funding to ICOS for the continued development,
clinical testing and commercialization of certain therapeutic products
currently under development by ICOS.
The initial sale results in net proceeds to the Partnership of approximately
$58 million with approximately $14 million payable to the Partnership on closing
with the balance paid in installments over a three-year period. In connection
with the closing, ICOS issued warrants to purchase an aggregate of 5,539,800
shares of ICOS Common Stock. The warrants will be exercisable over a four
year period commencing in October 1998 at an exercise price of $9.13. In
addition, ICOS will issue in June 1999, subject to certain requirements,
warrants to purchase an aggregate of 5,539,800 shares of ICOS Common Stock.
Such additional warrants, if issued, will be exercisable over a five year
period commencing in July 1999 at an exercise price to be determined at the
time of issuance of such warrants and which is expected to reflect a 25%
premium over the then-prevailing market price for ICOS Common Stock.
Neither the partnership interests nor the warrants will be registered under the
Securities Act of 1933, as amended, and may not be offered or sold absent
registration or an applicable exemption from registration requirements.
This notice does not constitute an offer to sell or the solicitation of an offer
to buy nor will there be any sale of these securities in any state in which such
an offer, solicitation or sale would be unlawful before registration or
qualification under the securities laws of such state.
ICOS is discovering and developing new pharmaceuticals by seeking points of
intervention in the inflammatory process that may lead to specific and
efficacious drugs. ICOS' research and drug development programs involve both
acute and chronic conditions such as ARDS, acute pancreatitis, asthma,
hemorrhagic shock, male erectile disorder, multiple sclerosis, myocardial
infarction, and psoriasis.
