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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
March 20, 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, 92121
SAN DIEGO, CALIFORNIA (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE IS (858) 457-2553
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Item 5 Other Events.
On March 20, 2000, we entered into an Agreement and Plan of Merger with
Starfish Acquisition Corp., Inc., our wholly-owned subsidiary, and Spiros
Development Corporation II, Inc.
Upon the terms and subject to the conditions in the merger agreement,
Starfish will be merged with and into Spiros and Spiros will survive the merger
as our subsidiary.
Upon completion of the merger, each share of Spiros callable common
stock which is issued and outstanding immediately prior to completion the merger
(other than shares held by Spiros as treasury stock, owned by us or any of our
subsidiaries, or held by Spiros' stockholders who have perfected and not lost
their right to appraisal under Delaware law) will be converted into the right to
receive $13.25 in cash and one five-year warrant to purchase a fraction of a
share of our common stock. The exact fraction of a share of our common stock
purchasable under the warrant will be determined based on the average closing
price of our common stock for the ten trading days prior to Spiros' stockholder
vote on the merger.
Also on March 20, 2000, as an inducement to our execution of the merger
agreement, several of Spiros' stockholders who own an aggregate of 1,374,400
shares of Spiros common stock agreed to vote (or consent with regard to) all
1,374,400 shares of Spiros common stock in favor of the merger.
The transaction, which is expected to close in the second quarter of
2000, has been approved by our board of directors and a special committee of
Spiros' board of directors and is subject to, among other things, the adoption
of the merger agreement by Spiros' stockholders, the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act and the
effectiveness of a registration statement covering our issuance of the warrants
in the merger.
The description of the transaction set forth above is qualified in its
entirety by reference to the merger agreement and voting agreement filed with
the Form 8-K filed by Spiros on March 21, 2000 as Exhibits 2.1 and 10.1,
respectively, which we incorporate herein by reference.
On March 21, 2000, we issued a joint press release with Spiros which we
filed as an exhibit to this current report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits
2.1 Agreement and Plan of Merger, dated March 20, 2000, among
Dura, Starfish and Spiros. (1)
10.1 Voting Agreement, dated as of March 20, 2000, by and
among Farallon Capital Partners, L.P., a California
limited partnership, Farallon Capital Institutional
Partners, L.P., a California limited partnership,
Farallon Capital Institutional Partners II, L.P., a
California limited partnership, Farallon Capital
Institutional Partners III, L.P., a Delaware limited
partnership, Tinicum Partners, L.P., a New York
limited partnership, and Farallon Capital Management,
L.L.C. on behalf of certain managed accounts, Dura,
Starfish and Spiros. (1)
99.1 Joint Press Release issued by Dura and Spiros on
March 20, 2000 (announcing execution of the merger
agreement).
(1) -- Incorporated herein by reference to the Form 8-K filed by Spiros
on March 21, 2000.
2
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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: March 21, 2000 /s/ Mitchell R. Woodbury
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Sr. Vice President and General Counsel
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MICHAEL T. BORER WILLIAM H. RASTETTER, PH.D.
Senior Vice President and Chairman of the Special Committee of the
Chief Financial Officer Board of Directors
Dura Pharmaceuticals, Inc. Spiros Development Corporation II, Inc.
(858) 457-2553 (858) 431-8637
DURA PHARMACEUTICALS SIGNS DEFINITIVE MERGER AGREEMENT
WITH SPIROS DEVELOPMENT CORPORATION II
San Diego, CA -- March 20, 2000 -- Dura Pharmaceuticals, Inc. (Dura)
(Nasdaq NNM: DURA) and Spiros Development Corporation II, Inc. (SDCII)
(Nasdaq NNM: SDCO) today announced that they have entered into a definitive
merger agreement for Dura to acquire SDCII. The merger agreement is subject
to approval at a special meeting of the SDCII stockholders. A special
committee of independent members of the SDCII board, formed in December 1999
to evaluate strategic alternatives for SDCII, has approved the merger
agreement and is recommending that the SDCII stockholders approve the merger.
Under the merger agreement, for each share of SDCII callable common
stock SDCII stockholders will receive $13.25 in cash and one five-year
warrant to purchase a fractional share of Dura common stock at $17.94 per
share, which represents a 25% premium over the average closing price of Dura
common stock for the ten trading days prior to today. The exact fraction of a
share of Dura common stock purchasable under the warrant will be determined
based on the average closing price of Dura common stock for the ten trading
days prior to stockholder vote on the merger and will result in a calculated
Black-Scholes value for each warrant of between $3.22 and $1.81. The total
consideration for the merger agreement as of today is approximately $100.8
million, or $15.75 per share of SDCII callable common stock. The Dura
warrants will be the subject of a registration statement to be filed with the
Securities and Exchange Commission. Closing of the transaction is subject to
Hart-Scott-Rodino clearance, effectiveness of the registration statement, and
SDCII stockholder approval. Dura has received voting agreements in favor of
the merger from holders of approximately 22% of SDCII's outstanding callable
common stock.
"We are very pleased to have successfully negotiated with SDCII's
special committee of independent directors to reach a definitive merger
agreement," said Cam L. Garner, Dura's Chairman and Chief Executive Officer.
"The acquisition of SDCII will bring clarity to both Dura's operating results
and product pipeline. The consolidation of SDCII into Dura will eliminate the
future after-tax earnings impact of contract revenue received from SDCII. We
believe the acquisition of SDCII will enhance Dura stockholder value for the
long-term."
"Importantly, our agreement to acquire SDCII underscores our confidence
in the Spiros-Registered Trademark- technology platform," continued Mr.
Garner. "On behalf of SDCII, we have developed a high-quality inhalation
system for Beclomethasone Spiros-TM- and Budesonide Spiros-TM-, two steroid
drug
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products currently in development for the treatment of the underlying
inflammatory condition associated with asthma. Upon the successful
acquisition of SDCII, Dura will own exclusive rights to Beclomethasone
Spiros-TM- and Budesonide Spiros-TM-. These products should add significantly
to Dura's pharmaceutical revenues beginning in the 2002 to 2003 timeframe,
subject to approval by the U.S. Food and Drug Administration."
"We are pleased to announce the merger agreement with Dura under terms
that represent significant premiums to the recent trading prices for SDCII's
callable common stock and SDCII's available cash per share," said William H.
Rastetter, Ph. D., Chairman of the special committee of independent members
of the SDCII board. "In evaluating the strategic alternatives available to
SDCII, the special committee concluded that the announced merger with Dura is
in the best interest of SDCII stockholders. Therefore the special committee
is recommending approval of the merger with Dura to the SDCII stockholders."
Dura Pharmaceuticals, Inc. is a San Diego based developer and marketer
of prescription pharmaceutical products for the treatment of respiratory
conditions and infectious diseases. Dura executes its business strategy by
(1) acquiring currently-marketed or late-stage development products, and
companies developing or marketing such pharmaceuticals, to support its
presence in high-prescribing physicians' offices and the hospital market, and
(2) developing Spiros-Registered Trademark-, a pulmonary drug delivery system
for both topical and systemic delivery of medications.
Spiros Development Corporation II, Inc. is a public company formed
primarily for the continued development of Spiros-Registered Trademark-, a
proprietary pulmonary drug delivery system, for selected respiratory
compounds.
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 completion of
the acquisition of SDCII, if at all, the uncertainty regarding the calculated
value of the Dura warrant to be issued in connection with the merger of
SDCII, the timely initiation and successful completion of the clinical trial
programs for the Spiros-Registered Trademark- products, the ability to obtain
adequate funding to complete the clinical trial programs for the
Spiros-Registered Trademark- products, the timely FDA approval of the
Spiros-Registered Trademark- products, if at all, the dependence on third
parties for manufacturing and development, the competitiveness of the
pharmaceutical industry and other risks detailed from time to time in Dura's
and SDCII's filings with the Securities and Exchange Commission. Actual
results may differ materially from those projected. Any forward-looking
statements represent Dura's and SDCII's judgment as of the date of this
release. Each of Dura and SDCII disclaim, however, any intent or obligation
to update these forward-looking statements. Further information about Dura
Pharmaceuticls, Inc. can be found at www.durapharm.com.
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News releases from Dura Pharmaceuticals are available at no charge on Dura's
web site at www.durapharm.com and through PR Newswire's On-Call fax service
by calling (800) 758-5804, extension 197051.
