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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
May 31, 1996 (May 23, 1996)
Date of Report (Date of earliest event reported)
SYSTEMIX, INC.
(Exact name of issuer as specified in charter)
Delaware 0-19358 77-0193369
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification Number)
3155 Porter Drive
Palo Alto, CA 94304
(Address of principal executive offices)
415-856-4901
(Issuer's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 24, 1996, SyStemix, Inc. (the "Company") announced it had received an
unsolicited proposal from Sandoz Ltd. ("Sandoz") to acquire all of the
outstanding shares of the Company that are not owned by Sandoz. The proposed
purchase price is $17.00 per share. Sandoz currently holds approximately 73% of
the outstanding shares of the Company.
The proposal from Sandoz is subject to approval by a majority of the independent
members of the Company's board of directors. Sandoz, at its discretion, can
amend or withdraw the proposal at any time.
A copy of the Company's press release announcing the Sandoz proposal is set
forth in Exhibit A to this Form 8-K. A copy of Sandoz' proposal letter, dated
May 23, 1996, is set forth in Exhibit B to this Form 8-K.
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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 sign on its behalf by the
undersigned hereunto duly authorized.
Date: May 31, 1996 SYSTEMIX, INC.
(Registrant)
By: /s/ JAMES T. DEPALMA
----------------------------
James T. DePalma
Controller
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EXHIBIT A
PRESS RELEASE DATED MAY 24, 1996 ANNOUNCING SANDOZ' PROPOSAL TO PURCHASE THE
REMAINING SHARES OF THE COMPANY
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SYSTEMIX
[LOGO]
Contact: Wendy R. Hitchcock Burns McClellan
Chief Financial Officer Reagan Codner
SyStemix, Inc. (212) 505-1919
(415) 813-4108 Justin Jackson
(415) 352-6262
FOR IMMEDIATE RELEASE
- - ---------------------
SYSTEMIX ANNOUNCES SANDOZ PROPOSAL
Palo Alto, California, May 24, 1996-- SyStemix, Inc. (NASDAQ: STMX) announced
today that late yesterday, it received an unsolicited proposal from Sandoz,
Ltd., to acquire all of the outstanding shares of SyStemix that Sandoz does not
already own. The proposed price is $17.00 per share. Sandoz already owns
approximately 73% of the outstanding shares of SyStemix, and its
representatives constitute a majority of the SyStemix Board of Directors.
The proposal from Sandoz is subject to approval by a committee of the
independent members of the SyStemix Board of Directors as well as approval by
the Board itself. The proposal is also subject to withdrawal or amendment at
the discretion of Sandoz.
SyStemix, Inc. is engaged in the development of cellular and cell-based
gene therapies for cancer, AIDS and genetic diseases based on the use of
isolated, expanded and gene-modified hematopoietic stem cells.
The statements in this press release that are not purely statements of
historical fact are forward-looking statements that are subject to risks and
uncertainties that could cause the actual results to differ materially from
those projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The
company assumes no obligation to update the information in this release.
###
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EXHIBIT B
PROPOSAL LETTER FROM SANDOZ DATED MAY 23, 1996
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SANDOZ LTD
CH-4002 BASLE/SWITZERLAND [LOGO] SANDOZ
SyStemix, Inc.
3155 Porter Drive
Palo Alto, CA 93404
USA
ATTENTION: Chairman of the
Board of Directors
23 May 1996
Gentlemen:
Sandoz Ltd. ("SANDOZ") is pleased to offer, through its wholly owned subsidiary
Sandoz Biotech Holdings Corporation, to acquire the equity interest represented
by all of the outstanding common stock, par value U.S. $.01 per share, of
SyStemix, Inc. ("SYSTEMIX") not currently owned by Sandoz (the "SHARES"). The
principal terms of our offer are as follows:
1. Sandoz would acquire the Shares in a merger transaction pursuant to which
each holder of a Share would receive cash in the amount of U.S. $17.00 per
Share.
2. Consummation of the acquisition would be subject to approval of the
independent directors of SyStemix, as described below, as well as approval
by the Board of Directors of SyStemix.
This offer is made pursuant to Section 2.05(c) of the Acquisition Agreement,
dated as of December 16, 1991, among Sandoz, Sandoz Biotech Holdings
Corporation and SyStemix, as amended as of January 30, 1995 (the "ORIGINAL
ACQUISITION AGREEMENT"), and is subject to the approval of a majority of the
independent directors of SyStemix in accordance with Section 2.05(c)(ii) of the
Original Acquisition Agreement.
We assume that the independent directors will constitute a special committee to
consider this offer and that such special committee will retain its own
financial and legal advisors to assist in its deliberations.
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2
We believe that our offer is fair to, and in the best interests of, SyStemix and
its stockholders (other than Sandoz). The proposed acquisition price is
equivalent to a 55% premium over the price of the Shares on the NASDAQ National
Market System at the close of business on MAY 22, 1996. Moreover we believe
that any further growth of SyStemix, and indeed its continued viability, can
best be achieved as an indirect wholly-owned subsidiary of Sandoz.
It is our intention that, once the transaction we are proposing is completed,
Sandoz (and, upon completion of our pending merger, Novartis) will continue to
support actively the scientific research conducted by SyStemix. To this end,
we are committed to creating an effective, incentive-based benefits program
which would allow SyStemix's scientists and other key executives to participate
in the future value generated by SyStemix. We propose to discuss the scope and
basic features of such a program with key members of SyStemix Management at the
earliest convenience.
We wish to make it perfectly clear that we are not interested under any
circumstances in selling our interest in SyStemix and that there is therefore
no prospect of a sale of our controlling interest in SyStemix to a third party.
We invite your representatives to meet with us or our advisors, Morgan Stanley
& Co. Incorporated (Gordon Dyal, tel. 212 761 44 57) and Shearman & Sterling
(David Heleniak, tel. 212 848 70 49), to discuss this proposal at your earliest
convenience. We hope you will give this proposal your prompt attention. We
reserve the right to amend or withdraw this proposal at any time.
Sincerely,
SANDOZ LTD.
/s/ D. VASELLA /s/ R. BREU
Dr. D. Vasella Dr. R. Breu
cc: The Board of Directors of SyStemix Inc.
