<PAGE> 1
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 13, 1997
- --------------------------------------------------------------------------------
(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)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On February 13, 1997, the Registrant announced by press
release (the "Press Release") that it had entered into a development, supply and
distribution agreement in North America with SmithKline Beecham Corporation for
the Registrant's lead development candidate Cytolex(TM) (MSI-78).
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 February 13, 1997.
<PAGE> 3
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: February 13, 1997 By:/s/ Michael R. Dougherty
------------------------
Michael R. Dougherty
Executive Vice President and
Chief Financial Officer
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
------- ----
<S> <C>
99.1 Press Release dated February 13, 1997
</TABLE>
<PAGE> 1
EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact:
Michael R. Dougherty Karen Bergman (media)
Chief Financial Officer Reagan Codner (investors)
Magainin Pharmaceuticals Inc. Burns McClellan
(610) 941-4020 (212) 505-1919
MAGAININ ANNOUNCES CYTOLEX(TM) COLLABORATION
WITH SMITHKLINE BEECHAM IN NORTH AMERICA
FEBRUARY 13, 1997, PLYMOUTH MEETING, PA -- Magainin Pharmaceuticals Inc.
(Nasdaq: MAGN) today announced that it has entered into a development, supply
and distribution agreement in North America with SmithKline Beecham ("SB") for
Magainin's lead development compound, Cytolex(TM) (MSI-78). Cytolex is a broad
spectrum topical antibiotic cream being clinically evaluated in the treatment of
infection in diabetic foot ulcers. Magainin announced successful completion of
its initial Phase III clinical trial of Cytolex in September, 1996, and expects
to announce results of a second Phase III clinical trial of Cytolex, in the same
indication, in the first quarter of 1997.
The agreement provides for an upfront payment by SB to Magainin of $5 million.
SB may make additional payments to Magainin of up to $27.5 million for product
milestones, including an amount to be paid upon the successful completion of
clinical testing of Cytolex. SB will also fund a percentage of any development
expenses for additional indications for Cytolex. Upon the commencement of
commercial sales by SB, Magainin will be responsible for the supply of Cytolex,
and will receive certain percentages of SB sales revenues under agreed upon
terms. The agreement also gives SB the right to negotiate for rights to another
Magainin product development candidate, under certain terms and conditions.
"Cytolex is a promising innovation for physicians treating diabetic foot
infections," said Dr. Jerry Karabelas, Executive Vice President, SmithKline
Beecham Pharmaceuticals. "We look forward to working with Magainin and making
Cytolex an important part of our significant antibiotic franchise."
"We are delighted to enter into this strategic collaboration with SmithKline
Beecham," said Jay Moorin, Chairman, President and Chief Executive Officer of
Magainin. "SmithKline Beecham's strong antibiotic franchise, as well as its
established success in marketing its topical antibiotic, Bactroban(R), are among
the factors that make this company a natural
<PAGE> 2
partner for Cytolex. With SmithKline Beecham managing sales and marketing of
Cytolex, we can devote our resources to advancing Magainin's research pipeline,
including our aminosterol compounds and our genomics discovery program for
asthma."
Magainin Pharmaceuticals Inc. is a biopharmaceutical company engaged in the
development of breakthrough medicines for serious diseases. The Company isolates
and develops compounds from the host-defense systems of animals and uses
molecular techniques such as gene identification to understand the pathogenesis
of disease. Magainin's development efforts are focused on anti-infectives,
oncology and, pulmonary and allergic disorders.
###
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 September 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.
Upon regulatory approvals, MSI-78 is expected to be marketed under the trade
name Cytolex(TM).
