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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
SEPTEMBER 26, 1996
(DATE OF REPORT)
MAGAININ PHARMACEUTICALS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-19651 13-3445668
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) ID NO.)
5110 CAMPUS DRIVE
PLYMOUTH MEETING, PENNSYLVANIA 19462
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 941-4020
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On September 26, 1996, the Registrant announced by press
release (the "Press Release") that it had reached agreement with Multiple
Peptide Systems, Inc., a subsidiary of Houghten Pharmaceuticals, Inc.
("Houghten"), and The Scripps Research Institute ("Scripps"), relating to the
buyout of royalties which the Registrant would otherwise have owed on any sales
of MSI-78 (Cytolex(TM)). Pursuant to this Agreement, the Registrant will issue
to Houghten and ScrippS an aggregate of 550,000 shares of the Registrant's
Common Stock, and the Registrant's license as it relates to MSI-78 will be
fully-paid and royalty-free.
The Registrant hereby incorporates by reference the Press
Release, which is attached hereto as Exhibit 99.1 and made a part hereof, into
this Item 5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
99.1 Press Release, dated September 26, 1996.
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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.
MAGAININ PHARMACEUTICALS INC.
Date: September 26, 1996 By:/s/ Michael R. Dougherty
------------------------
Michael R. Dougherty
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Page
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99.1 Press Release dated September 26, 1996
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EXHIBIT 99.1
Magainin Pharmaceuticals Inc.
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact:
Michael R. Dougherty Rhonda Chiger
Magainin Pharmaceuticals Inc. Dewe Rogerson
(610) 941-4020 (212) 688-6840
MAGAININ PHARMACEUTICALS BUYS OUT MSI-78 ROYALTY STREAM
(September 26, 1996, Plymouth Meeting, PA) - Magainin Pharmaceuticals Inc.
(NASDAQ:MAGN) today announced that it had reached agreement with Multiple
Peptide Systems, Inc. ("MPS"), a subsidiary of Houghten Pharmaceuticals, Inc.
("Houghten"), and The Scripps Research Institute ("Scripps"), relating to the
buyout of royalties which Magainin would otherwise have owed on any sales of
MSI-78 (Cytolex(TM)). Pursuant to this Agreement, Magainin will issue to
Houghten and Scripps an aggregate of 550,000 shares of Magainin Common Stock,
and Magainin's license as it relates to MSI-78 will be fully-paid and
royalty-free.
"Magainin is very pleased to have completed this transaction with Houghten and
Scripps," said Jay Moorin, chairman, president and chief executive officer of
Magainin Pharmaceuticals Inc. "Assuming MSI-78 is successfully developed and
commercialized, this buyout will result in greater cash flows to Magainin, and
improved margins on sales of MSI-78."
Magainin reported, on September 25, 1996, successful results of its initial,
pivotal Phase III clinical trial of MSI-78 for the treatment of infection in
diabetic foot ulcers. Results from a second such trial are expected to be
available in the first quarter of 1997.
In connection with this transaction, Magainin expects to record a non-cash
charge to earnings in the amount of approximately $7.1 million, representing the
fair value of such issued shares.
Magainin Pharmaceuticals Inc. is a biopharmaceutical company engaged in the
development of breakthrough medicines for serious diseases. The Company isolates
and develops compounds
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from the host-defense systems of animals and uses molecular techniques such as
gene identification to understand the pathogenesis of disease. The Company's
development efforts are focused on anti-infectives, oncology and, pulmonary and
allergic disorders.
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This announcement contains certain forward looking statements that are subject
to risks and uncertainties. Such statements reflect management's current views
and are based on certain assumptions. Actual results could differ materially
from those currently anticipated as a result of a number of factors, including,
but not limited to, the risks and uncertainties discussed under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 as
filed with the Securities and Exchange Commission and the following sections of
Item 1 of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 as filed with the Securities and Exchange Commission:
"Synthesis Technology; Manufacturing;" "Product Development and Research
Programs;" "Government Regulation;" "Additional Regulatory Issues;" "Patents and
Proprietary Rights; Licensed Technology;" "Competition" and "Product Liability
and Insurance." The Company disclaims any intent or obligation to update these
forward looking statements.
