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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
Date of report (Date of earliest event reported) May 11, 1998 (May 11, 1998)
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SPARTA PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23076 56-1755527
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
111 Rock Rd. Horsham, PA 19044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (215) 442-1700
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events
On May 11, 1998, Sparta issued a press release filed as
Exhibit 99.27 announcing that the Registrant's stockholders
have approved a one-for-five reverse split in the
Registrant's Common Stock. Other changes in the Company's
securities are discussed.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Sparta Pharmaceuticals, Inc.
Not applicable.
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
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99.27 -- Press Release, dated as of May 11, 1998,
announcing that the Registrant's
stockholders have approved a one-for-five
reverse split in the Registrant's Common
Stock. Other changes in the Company's
securities are discussed.
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Item 8. Change in Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not applicable.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized.
Sparta Pharmaceuticals, Inc.
May 11, 1998 By: /s/ Jerry B. Hook
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Date Jerry B. Hook, Ph.D. President,
Chief Executive Officer & Director
(principal executive officer)
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EXHIBIT INDEX
Exhibit
Number Description Page
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99.27 -- Press Release, dated as of May 11, 1998, announcing that 6
the Registrant's stockholders have approved a
one-for-five reverse split in the Registrant's Common
Stock. Other changes in the Company's securities are
discussed.
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Exhibit 99.27
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Contact: Jerry B. Hook, Ph.D. Ronald H. Spair
Chairman, President & CEO Senior Vice President & CFO
Sparta Pharmaceuticals, Inc. Sparta Pharmaceuticals, Inc.
(215) 442-1700, Ext. 205 (215) 442-1700, Ext. 207
FOR IMMEDIATE RELEASE
Sparta Stockholders Approve Reverse Stock Split
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Horsham, PA, May 11, 1998, Sparta Pharmaceuticals, Inc. (NASDAQ: SPTA, SPTAU,
SPTAW, SPTAZ AND SPTAL) announced today that its Stockholders have approved an
amendment to its Restated Certificate of Incorporation, which will effect a
one-for-five reverse stock split of the Company's Common Stock (the "Reverse
Split"). It is expected that the post-Reverse Split Common Stock will begin
trading on the Nasdaq SmallCap Market, on May 13, 1998, under the trading
symbol SPTAD. The Common Stock will continue to trade for 20 business days
under the symbol SPTAD after which time it will revert back to trading under
the symbol SPTA. The Company will be notifying all of its current Common
Stockholders of the need to send their share certificates to the Company's
Transfer Agent (First City Transfer Company) so that new certificates
representing shares of post Reverse Split Common Stock can be issued.
Holders of outstanding shares of the Company's Series B' Convertible Preferred
Stock ("Series B' Preferred Stock") will also be affected by the reverse stock
split. The conversion rate of the Series B' Preferred Stock into shares of
Common Stock will be modified from the current rate of 13 1/3 shares of Common
Stock issuable upon conversion of one share of Series B' Preferred Stock to 2
2/3 shares of Common Stock issuable upon conversion of one share of Series B'
Preferred Stock. A separate notice outlining the adjustments will be mailed to
all holders of Series B' Preferred Stock.
The Company has outstanding 1,265,000 Class A Common Stock Warrants ("Class A
Warrants") and 1,265,000 Class B Common Stock Warrants ("Class B Warrants")
which will be affected by the reverse stock split. The warrant exercise price
for each of the Class A Warrants and Class B Warrants is $4.99 and $8.25,
respectively. Although the total number of each class of warrants outstanding
and the current exercise prices will remain the same, the number of shares of
Common Stock issuable upon exercise of each warrant will decrease from 1.2
shares of Common Stock to .24 shares of Common Stock. The Class A Warrants and
Class B Warrants will continue to trade under the symbols SPTAW and SPTAZ,
respectively. A separate notice outlining the adjustments will be mailed to
all holders of Class A Warrants and Class B Warrants.
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Prior to the approval of the reverse stock split, the Company had 11,309,722
Class C Common Stock Warrants ("Class C Warrants") outstanding, each
exercisable for one share of Common Stock, at an exercise price of $1.50. In
connection with the approval of the reverse split, and as provided for under
the terms of the governing Warrant Agreement, the Company has elected to
reverse split the Class C Warrants such that approximately 2,261,944 Class C
Warrants will be outstanding, each exercisable for one share of post Reverse
Split Common Stock, at an exercise price of $7.50 per warrant. The Company
will be notifying all of its current Class C Warrantholders of the need to
send their warrant certificates to the Company's Transfer Agent so that new
certificates representing Class C Warrants for post Reverse Split Common Stock
can be issued. It is expected that the post-Reverse Split Class C Warrant will
begin trading on the Nasdaq SmallCap Market, on May 13, 1998, under the
trading symbol SPTLD. The Class C Warrant will continue to trade for 20
business days under the symbol SPTLD after which time it will revert back to
trading under the symbol SPTAL.
The adjustments made to the Common Stock, Class A Warrants and Class B
Warrants as a result of the Reverse Split will have a corresponding affect on
the Units trading under the symbol SPTAU. Prior to the Reverse Split, each
Unit consisted of one share of Common Stock, one Class A Warrant and one Class
B Warrant. After giving effect to the Reverse Split, each Unit will consist of
two-tenths of a share of Common Stock, one Class A Warrant and one Class B
Warrant. It is expected that the post-Reverse Split Unit will begin trading on
the Nasdaq SmallCap Market, on May 13, 1998, under the trading symbol SPTUD.
The Unit will continue to trade for 20 business days under the symbol SPTUD
after which time it will revert back to trading under the symbol SPTAU.
Holders of outstanding stock options granted under the Company's 1991 Stock
Plan and holders of warrants issued to other parties will be notified of
required adjustments to their securities.
Sparta is a development stage pharmaceutical company engaged in the business
of acquiring rights to, and developing for commercialization, technologies and
drugs for the treatment of a number of life threatening diseases including
cancer, cardiovascular disorders, chronic metabolic diseases and inflammation.
The Company has focused on acquiring compounds that have been previously
tested in humans and animals and technologies that may improve the delivery or
effectiveness of previously tested, and in some cases marketed, drugs.
Sparta's portfolio of compounds in development includes four potential
oncology products and one for the treatment of Type II diabetes in clinical
trials and an emerging platform technology in recombinant and small molecule
protease inhibitors.
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