<PAGE>
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 10, 2000
(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: (858) 457-2553
<PAGE>
ITEM 5. OTHER EVENTS.
On September 10, 2000, we, Elan Corporation, plc and a wholly owned
subsidiary of Elan entered into an agreement and plan of merger. The merger
agreement provides for the acquisition by Elan of our company. In connection
with the merger, each outstanding share of our common stock will be converted
into the right to receive 0.6715 american depositary shares of Elan. Elan's
ADSs are traded on the New York Stock Exchange. We urge you to read the
attached merger agreement carefully in its entirety. We can not assure you
that the merger will be completed.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c). EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of September 10, 2000 (the
"Merger Agreement"), by and among Elan Corporation, plc, a public
limited company organized under the laws of Ireland ("Elan"),
Carbon Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Elan, and Dura Pharmaceuticals, Inc., a Delaware
corporation ("Dura"). (Exhibits to the Merger Agreement have been
omitted and will be supplementally provided to the SEC upon request.)
4.10 Second Amendment to the Rights Agreement dated September 10 between
Dura and ChaseMellon Shareholder Services, L.L.C.
99.1 Joint Press Release, dated September 11, 2000, of Dura and Elan.
2
<PAGE>
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: September 11, 2000 /s/ Mitchell R. Woodbury
------------------------------------------
By: Mitchell R. Woodbury
Sr. Vice President, General Counsel
and Secretary
3
<PAGE>
EXHIBIT INDEX
2.1 Agreement and Plan of Merger (the "Merger Agreement"), dated as of
September 10, 2000, by and among Elan Corporation, plc, a public
limited company organized under the laws of Ireland ("Elan"), Carbon
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of Elan, and Dura Pharmaceuticals, Inc., a Delaware corporation
("Dura"). (Exhibits to the Merger Agreement have been omitted and will
be supplementally provided to the SEC upon request.)
4.10 Second Amendment to the Rights Agreement dated September 10 between
Dura and ChaseMellon Shareholder Services, L.L.C.
99.1 Joint Press Release, dated September 11, 2000, of Dura and Elan.
4
