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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): February 24, 2000
COR THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19290 94-3060271
(State of jurisdiction) (Commission File No.) (IRS Employer
Identification No.)
256 East Grand Avenue
South San Francisco, California 94080
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 244-6800
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Item 5. Other Events
On February 24, 2000, COR Therapeutics, Inc., a Delaware corporation (the
"Company"), sold by a private placement $250 million aggregate principal amount
of its 5% Convertible Subordinated Notes due March 1, 2007 (the "Notes") to
qualified institutional investors. On February 24, 2000, the Company also
announced that the initial purchasers had exercised their option to purchase an
additional $50 million of Notes to cover over-allotments. The Company completed
the private placement of these additional Notes on February 29, 2000. The Notes
have an interest rate of 5%, are convertible into shares of the Company's common
stock at a conversion price of $ 67.56 per share, subject to adjustment in
certain events, and have a seven-year term. The Notes are redeemable, in whole
or in part, at the option of the Company at any time on or after March 1, 2003.
See the Company's press release, attached hereto as Exhibit 99.1.
Item 7. Exhibits
Exhibit 99.1 Press Release, dated February 24, 2000, entitled "COR
Therapeutics, Inc. Announces the Closing of $250 Million
Private Placement of Convertible Subordinated Notes."
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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.
COR THERAPEUTICS, INC.
Dated: March 3, 2000 By: /s/ Peter S. Roddy
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Peter S. Roddy
Vice President, Finance
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EXHIBIT 99.1
COR Therapeutics, Inc. Announces the Closing of
$250 Million Private Placement of Convertible Subordinated Notes
SOUTH SAN FRANCISCO, Calif.--February 24, 2000-- COR Therapeutics, Inc.
(Nasdaq: CORR - news) announced today that it has closed its previously
announced private placement of $250 million of Convertible Subordinated Notes
to qualified institutional investors. The initial purchasers have exercised
their option to purchase an additional $50 million of Notes to cover
over-allotments in connection with the private placement. The Company expects
the closing of these additional Notes to take place on February 29, 2000.
The Notes will not be registered under the Securities Act of 1933, as amended,
or applicable state securities laws, and may not be offered or sold in the
United States absent registration under the Securities Act of 1933, as amended,
and applicable state securities laws or available exemptions from the
registration requirements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Notes. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act of 1933, as amended.
COR Therapeutics, Inc. is dedicated to the discovery, development and
commercialization of novel pharmaceutical products for the treatment and
prevention of severe cardiovascular diseases. COR has complementary research and
development programs that seek to address critical needs in severe
cardiovascular care, including unstable angina, acute myocardial infarction,
deep vein thrombosis and restenosis. For additional information about COR
Therapeutics, please visit the Company's Web site at http://www.corr.com.
In addition to the historical information contained herein, this press release
contains forward-looking statements that involve risks and uncertainties. Actual
results of the Company's activities may differ significantly from the potential
results discussed in such forward-looking statements. These forward-looking
statements are based on current expectations and the Company assumes no
obligation to update this information. A full discussion of COR Therapeutics'
operations and financial condition, and specific factors that could cause the
Company's actual performance to differ from current expectations, can be found
in the Company's SEC reports, including, but not limited to, the Company's
Report on Form 10-Q for the quarter ended September 30, 1999, and Report on Form
10-K for the year ended December 31, 1998.
Contact:
COR Therapeutics, Inc. or Burns McClellan, Inc.
Jacquelyn A. Jeffries Lisa Burns (Investors)
(650) 244-6893 Jonathan M. Nugent
(212) 213-0006
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