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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
DATE OF REPORT - FEBRUARY 13, 1997
(Date of earliest event reported)
ALKERMES, INC.
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 0-19267 23-2472830
(State of incorporation) (Commission file number) (IRS employer
identification
number)
64 SIDNEY STREET, CAMBRIDGE, MASSACHUSETTS 02139
(Address of principal executive offices, zip code)
AREA CODE (617) 494-0171
(Telephone number)
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ITEM 5. OTHER INFORMATION.
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As reported in the joint press release of Alkermes, Inc. (the "Company")
and ALZA Corporation ("ALZA") published February 13, 1997, the Company entered
into a stock purchase agreement under which ALZA has agreed to purchase two
million newly-issued shares of the Company's common stock for $50 million.
Separately, the parties announced that they have agreed to collaborate on a
program for the development and commercialization of a product utilizing the
Company's ProLease/r/ or Medisorb/r/ drug delivery technology. The press release
is incorporated by reference herein and a copy of it is filed as an exhibit to
this report.
Certain statements set forth above constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Meaningful factors that may cause actual results to differ materially from
expectations include the following: (i) the financing may not be completed
because conditions precedent, including compliance with the notification
requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, may not be satisfied; (ii) the Company and ALZA may fail to agree on
the terms of the proposed collaboration; and (iii) if the Company and ALZA do
enter into a collaboration, any business undertaken will involve significant
risk, may not be successful, and may not provide an adequate return on the
investment by the Company and ALZA for several years, if at all. For further
discussion of factors that may affect the businesses of the Company, see its
Annual Report on Form 10-K for the most recent fiscal year.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
99 Press Release, dated February 13, 1997
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SIGNATURES
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Pursuant to requirements of Section 13 or 15(d) 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.
Dated: February 14, 1997 Alkermes, Inc.
By: /s/ Michael J. Landine
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Michael J. Landine
Senior Vice President and Chief
Financial Officer
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ALKERMES, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit No. Exhibit
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99 Press Release, dated February 13, 1997
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Exhibit 99
News Release:
Contact: Anneka Cole
ALZA Corporation
415-494-5222
Richard F. Pops
Chief Executive Officer
Alkermes, Inc.
617-494-0171
ALZA AND ALKERMES ANNOUNCE $50 MILLION STOCK PURCHASE
AGREEMENT AND PRODUCT DEVELOPMENT COLLABORATION
PALO ALTO, Calif., February 13, 1997 . . . ALZA Corporation (NYSE: AZA) and
Alkermes, Inc. (NASDAQ: ALKS) today announced that they have entered into a
stock purchase agreement under which ALZA has agreed to purchase two million
newly-issued shares of Alkermes common stock for $50 million. Separately, the
parties announced that they have agreed to collaborate on a program for the
development and commercialization of a product utilizing Alkermes' ProLease/r/
or Medisorb/r/ drug delivery technology.
The securities being purchased by ALZA have not been and will not be
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements. The completion of the stock purchase is subject to
various conditions precedent, including compliance with the notification
requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. Upon completion of the stock purchase, ALZA will own approximately 9.7
percent of the outstanding common stock of Alkermes.
Under the joint development program, ALZA is expected to fund the
development costs of the program and would have worldwide commercialization
rights to the product. Alkermes would receive royalties based on product sales.
It is anticipated that Alkermes would manufacture the product.
Alkermes, Inc., headquartered in Cambridge, Mass., is developing products
based on drug delivery technologies.
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ALZA Corporation, headquartered in Palo Alto, Calif., develops and
commercializes pharmaceutical products incorporating drug delivery technologies.
To the extent any statements made in this release deal with information that is
not historical, these statements are necessarily forward-looking. As such they
are subject to the occurrence of many events outside of ALZA's and Alkermes'
control and are subject to various risk factors that could cause ALZA's and
Alkermes' results to differ materially from those expressed in any
forward-looking statement. The risk factors are described in ALZA's and
Alkermes' reports on Form 10-K and 10-Q as filed with the SEC and include,
without limitation, the inherent risk of technical product development failure,
the risk of clinical outcomes, regulatory risks, and risks related to
proprietary rights, market acceptance and competition.
# # #
Copies of ALZA's news releases, quarterly reports and corporate fact sheets are
available through ALZA's automated fax line at 800-859-5910. ALZA news releases
also can be found on the World Wide Web at http://www.alza.com.
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