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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
February 4, 1998
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(Date of Report, Date of Earliest Event Reported)
Sepracor Inc.
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(Exact name of registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
0-19410 22-2536587
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(Commission File Number) (I.R.S Employer
Identification No.)
111 Locke Drive, Marlborough, Massachusetts 01757
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(Address of Principal Executive Offices) (Zip Code)
(508) 481-6700
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(Registrant's Telephone Number, Including Area Code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On February 4, 1998, Sepracor Inc. (the "Company") announced that it has
entered into a collaboration and license agreement with Janssen Pharmaceutica
N.V., a wholly-owned subsidiary of Johnson & Johnson, relating to the
development and marketing of norastemizole. A copy of the press release relating
to this announcement is attached as EXHIBIT 99.1.
On February 4, 1998, the Company announced that it proposes to offer a new
issue of $130 million of Convertible Subordinated Debentures (plus up to an
additional $19.5 million of such debentures to cover over-allotments), which are
convertible into shares of the Company's Common Stock, $.10 par value, at a
price to be determined. A copy of the press release relating to this
announcement is attached hereto as EXHIBIT 99.2.
On February 5, 1998, the Company announced that it has priced $165 million
of its 6 1/4% Convertible Subordinated Debentures due February 15, 2005 which
are convertible into shares of the Company's Common Stock at a conversion price
of $47.3688 per share. A copy of the press release relating to this announcement
is attached hereto as EXHIBIT 99.3.
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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.
Date: February 5, 1998 SEPRACOR INC.
By: /s/ Robert F. Scumaci
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Robert F. Scumaci
Senior Vice President,
Finance and Administration
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EXHIBIT INDEX
99.1 Press Release dated February 4, 1998.
99.2 Press Release dated February 4, 1998.
99.3 Press Release dated February 5, 1998.
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EXHIBIT 99.1
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[SEPRACOR LOGO]
NEWS RELEASE
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Contacts:
David P. Southwell
Chief Financial Officer
Sepracor Inc.
Jonae R. Barnes
Director, Investor Relations
Sepracor Inc.
(508) 481-6700
SEPRACOR ANNOUNCES COLLABORATION WITH JANSSEN
FOR WORLDWIDE DEVELOPMENT AND MARKETING
OF NORASTEMIZOLE
MARLBOROUGH, Mass., Feb. 4, 1998 - Sepracor Inc. (Nasdaq: SEPR) today announced
a collaboration and license agreement with Janssen Pharmaceutica, N.V., a
wholly-owned subsidiary of Johnson & Johnson (NYSE: JNJ), relating to the
development and marketing of norastemizole, a third generation nonsedating
antihistamine. The market for nonsedating antihistamines is estimated to reach
$5 billion in the United States by the year 2003. Norastemizole represents a
potentially important new entry into this class of drugs, which currently
includes Claritin(R) and Allegra(TM).
Studies to date indicate that norastemizole is a potentially effective and safe
nonsedating antihistamine.
"We are very pleased to be collaborating with Janssen, one of the world's
premier pharmaceutical companies," stated Timothy J. Barberich, President and
Chief Executive Officer of Sepracor Inc.
Under the terms of the agreement, the companies will jointly fund the
development of norastemizole, and Janssen has an option to acquire certain
rights regarding the product in the United States and abroad. When exercised,
Janssen and Sepracor will equally share the costs and profits associated with
the further development, marketing and sales of norastemizole in the United
States. Sepracor will also retain the right to co-promote the product in the
United States. Alternatively, Sepracor can elect to receive royalties on Janssen
sales of norastemizole in the United States in the event it decides not to
co-promote the product. Outside of the United States, Janssen has the right to
develop and market norastemizole, and Sepracor will earn royalties on product
sales. In addition, Janssen has worldwide OTC rights to norastemizole.
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Sepracor Inc., 111 Locke Drive, Marlborough, MA 01752 Tel: (508) 481-6700
Fax: (508) 481-7683
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Sepracor/Janssen 2
"The first large-scale clinical trial which examines the benefits of
norastemizole in treating seasonal allergic rhinitis is ongoing," said Dr. Paul
D. Rubin, Senior Vice President, Drug Development. "The trial includes
approximately 750 patients in 30 centers."
"Janssen's co-promotion of norastemizole with Sepracor in the United States
could further advance Sepracor's strategy to develop and market a portfolio of
differentiated respiratory products," said David S. Barlow, President,
Pharmaceuticals. "We are also developing levalbuterol and (R,R)-formoterol, two
complementary asthma products which bolster our respiratory franchise. These
drug candidates create a comprehensive product platform for our specialty
respiratory field force."
Sepracor develops Improved Chemical Entities (ICE(TM)s), which have the
potential to become improved versions of existing, widely sold drugs.
This news release contains forward-looking statements that involve risks and
uncertainties, including statements with respect to the safety, efficacy and
potential benefits of the company's ICE Pharmaceuticals under development. Among
the factors that could cause actual results to differ materially from those
indicated by such forward-looking statements are: the results of the company's
clinical trials with respect to its products under development; the scope of the
company's patent protection with respect to such product candidates; the
availability of sufficient funds to continue research and development efforts;
and certain other factors that may affect future operating results and are
detailed in the company's periodic reports filed with the Securities and
Exchange Commission.
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TO RECEIVE A COPY OF THIS RELEASE OR ANY RECENT RELEASE VIA FAX,
CALL SEPRACOR'S AUTOMATED NEWS FAX LINE AT 1-800-758-5804 EXT. 780960.
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EXHIBIT 99.2
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[SEPRACOR LOGO]
NEWS RELEASE
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Contacts:
David P. Southwell
Chief Financial Officer
Sepracor Inc.
Jonae R. Barnes
Director, Investor Relations
Sepracor Inc.
(508) 481-6700
SEPRACOR ANNOUNCES PROPOSED $130 MILLION
CONVERTIBLE DEBENTURE OFFERING
MARLBOROUGH, Mass., Feb. 4, 1998 - Sepracor Inc. (Nasdaq: SEPR) today announced
that it proposes to offer a new issue of $130 million of Convertible
Subordinated Debentures due 2005 (the "Debentures").
The Debentures will be convertible into Sepracor common stock, at the option of
the holder, at a price to be determined. The Company also may issue up to an
additional $19.5 million of Debentures to cover over-allotments in connection
with such offering.
The Company intends to use the proceeds from the sale of the Debentures for the
establishment of the Company's respiratory sales force, marketing of certain
ICE(TM) Pharmaceuticals, ongoing preclinical and clinical trials, funding of
other research and development programs, and working capital and other general
corporate purposes.
The Debentures will not be registered under the Securities Act of 1933 and may
not be offered or sold in the United States, except pursuant to an applicable
exemption from the Securities Act registration requirements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Debentures. This press release is being issued pursuant to
and in accordance with Rule 135c under the Securities Act.
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TO RECEIVE A COPY OF THIS RELEASE OR ANY RECENT RELEASE VIA FAX,
CALL SEPRACOR'S AUTOMATED NEWS FAX LINE AT 1-800-758-5804 EXT. 780960.
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Sepracor Inc., 111 Locke Drive, Marlborough, MA 01752 Tel: (508) 481-6700
Fax: (508) 481-7683
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EXHIBIT 99.3
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DRAFT [SEPRACOR LOGO]
NEWS RELEASE
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Contacts:
David P. Southwell
Chief Financial Officer
Sepracor Inc.
Jonae R. Barnes
Director, Investor Relations
Sepracor Inc.
(508) 481-6700
SEPRACOR PRICES $165 MILLION OFFERING
OF CONVERTIBLE SUBORDINATED DEBENTURES
MARLBOROUGH, Mass. Feb. 5, 1998 - Sepracor Inc. (Nasdaq: SEPR) today announced
that it has priced and increased the size of its previously announced $130
million offering of Convertible Subordinated Debentures due 2005. The offering
size has been raised to $165 million, the Debentures will have an annual coupon
of 6.25%, will be convertible into common stock at $47.3688 per share, and will
not be redeemable for three years.
The Debentures have not been registered under the Securities Act of 1933.
Accordingly, the Debentures may not be offered or sold in the United States,
except pursuant to an applicable exemption from the registration requirements of
the Securities Act.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the debentures. This press release is being issued pursuant to
and in accordance with Rule 135c under the Securities Act.
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TO RECEIVE A COPY OF THIS RELEASE OR ANY RECENT RELEASE VIA FAX,
CALL SEPRACOR'S AUTOMATED NEWS FAX LINE AT 1-800-758-5804 EXT. 780960.
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Sepracor Inc., 111 Locke Drive, Marlborough, MA 01752 Tel: (508) 481-6700
Fax: (508) 481-7683
