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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 1, 1997
(Date of Report - earliest event reported)
DURA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-19809 95-3645543
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7475 LUSK BOULEVARD, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE IS (619) 457-2553
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Item 5. Other Events.
On October 21, 1997, Dura Pharmaceuticals, Inc. (the "Company") announced
that it had signed a definitive merger agreement (the "Merger Agreement")
with Scandipharm, Inc. ("Scandipharm"). On December 1, 1997, the Company
announced it had terminated the Merger Agreement. The Company has been
advised by counsel for Scandipharm that Scandipharm does not believe the
Company has the right to terminate the Merger Agreement and that Scandipharm
reserves all rights under such agreement. Scandipharm is an Alabama-based
distributor of pharmaceutical products for the treatment of cystic fibrosis.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits
99.1 Press Release dated December 1, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
DURA PHARMACEUTICALS, INC.
Date: December 1, 1997 /s/ Mitchell R. Woodbury
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Sr. Vice President, General Counsel
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EXHIBIT 99.1
[LETTERHEAD]
Contact: Mr. James W. Newman
Senior Vice President and Chief Financial Officer
Dura Pharmaceuticals, Inc.
(619) 457-2553
DURA PHARMACEUTICALS, INC. TERMINATES MERGER WITH SCANDIPHARM, INC.
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San Diego, CA -- December 1, 1997 -- Dura Pharmaceuticals, Inc. (Nasdaq
NNM:DURA) today announced that it has terminated its agreement to merge with
Scandipharm, Inc. which was announced on October 21, 1997. Scandipharm, Inc.
is an Alabama-based distributor of pharmaceutical products for the treatment
of cystic fibrosis.
Dura Pharmaceuticals, Inc. is a San Diego based developer and marketer
of prescription pharmaceutical products for the treatment of allergies,
asthma, and related respiratory conditions. Dura has focused on the U.S.
respiratory market because of its size and growth opportunities through two
major strategies: (1) acquiring respiratory prescription pharmaceuticals
and/or businesses developing or marketing such pharmaceuticals targeted at
high-prescribing respiratory physicians, and (2) developing Spiros, a
pulmonary drug delivery system.
Except for the historical and factual information contained herein, the
matters discussed in this press release may contain forward-looking
statements which involve risks and uncertainties, including the timely
development of the Spiros-TM- system, competitive products and pricing, the
Company's limited manufacturing experience, dependency upon third parties and
their successful development efforts, and other risks detailed from time to
time in the Company's filings with the Securities and Exchange Commission.
Actual results may differ materially from those projected. Forward-looking
statements represent the Company's judgment as of the date of this release.
The Company disclaims, however, any intent or obligation to update any
forward-looking statements.
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