SECURITIES AND EXCHANGE COMMISSION
Washington,D.C.20549
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FORM 8-K
Current Report
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 19, 1996
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NEUREX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
0-19874
(Commission File Number)
77-0128552
(I.R.S. Employer
Identification No.)
3760 Haven Avenue, Menlo Park, California 94025-1012
(Address of principal executive offices)
(415)853-1500
(Registrant's telephone number, including area code)
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This report on form 8-K, including all exhibits, contains ___ pages.
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Item 5. Other Events
On August 19, 1996, Sections 4(a) and (b) of the Company's Systematic Stock
Sales Program (the "Program") and Paragraph 3 of the Program's Brokerage Firm
Guidelines were amended. Section 4(a) of the original Program provided that the
last business day of each calendar month was to be the designated date for sales
transactions under the Program. Section 4(a) as amended provides that the
nineteenth day of each calendar month (or the next business day if such day is a
weekend or holiday) is the designated date that sales transactions under the
Program are to be executed. Section 4(b) of the original Program provided that
if all sales under the Program could not be executed at the prevailing market
"bid" price on a particular sale date, then each Program participant's shares
would be sold on a pro rata basis on that date and any remaining shares would be
sold on as many successive business days as necessary to sell such shares at the
same bid price. Section 4(b) as amended provides that if all sales under the
Program cannot be executed at the prevailling bid price on a particular sales
date, then each Program participant's shares will be sold on a pro rata basis on
that date and any remaining shares will be sold on as many successive business
days as necessary to sell such shares at the opening bid price on each
successive business day. Paragraph 3 of the Program's Brokerage Firm Guidelines
also was amended accordingly.
On August 22, 1996, the Company's Board of Directors appointed Gerard
N. Burrow, M.D. and Ray Egan as new members of the Board of Directors.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Systematic Stock Sales Program
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Exhibit Index
Exhibit Sequential
Page Number
No. Description of Exhibits
99 Systematic Stock Sales Program
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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 hereunto duly authorized.
Date: September 12, 1996
Neurex Corporation (Registrant)
By: _____________________________
John M. Ames
Chief Financial Officer and
Vice President of Finance
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Exhibit 99
Please review the following terms and conditions for participation in
Neurex Corporation's (the "Company") Systematic Stock Sales Program (the
"Program"). If you elect to participate in the Program, please complete and sign
the attached Participation Agreement and return it to the Company's Chief
Financial Officer ( the "Program Administrator").
NEUREX CORPORATION
SYSTEMATIC STOCK SALES PROGRAM
TERMS AND CONDITIONS
1. Eligible Participants and Participation Period
(a) All executive officers of the Company, or members of its Board of
Directors (the "Participant(s)") who have held their positions with
the Company for a period of one year, and have not within the 6 (six)
months immediately preceding the first sale transaction date under the
Program, executed a purchase of Company issued securities, other than
purchases described in Section 6(b)(1) & (2) below, are eligible to
participate in the Program.
(b) The term "executive officer" is defined only to include the Company's
Chairman of the Board, President, Vice-Presidents, Secretary, Chief
Financial Officer and Treasurer.
(c) Participation in the Program must continue uninterrupted for the 12
(twelve) consecutive calendar months beginning the month following the
month of enrollment unless and until written notice is provided to the
Program Administrator under the conditions provided in Section 5(b).
2. Enrollment Requirements and Procedures
(a) Enrollment in the Program is voluntary.
(b) The open enrollment period is the month of July.
(c) Enrollment requires submission to the Program Administrator of a fully
executed Participation Agreement.
3. Designation of the Type and Number of Shares to be
Enrolled in Total and Sold per Calendar Month
(a) Each Participant must enroll a block of no less than 1200 (twelve
hundred) shares of Company stock to be sold under the Program during
the 12 (twelve) calendar month minimum participation period. The
number of shares enrolled may be reduced at the sole discretion of the
Company's Chief Executive Officer if he or she believes that the sale
of such volume of shares will significantly affect the Company's stock
price.
(b) The number designated must be the same for each calendar month and
cannot total, for the 3 (three) consecutive calendar month periods
preceding each sale, more than the greater of one percent of the
shares of common stock outstanding or the average weekly trading
volume of such stock over the four calendar weeks immediately
preceding each monthly sales transaction date.
4. Designated Date that Sales Transactions are to be Executed
(a) Sales transactions under the Program shall commence in August of each
year and be executed on the nineteenth day of each calendar month (the
"Sale Date"), unless such day falls on a weekend or holiday or is less
than ten business days after the filing of the Company's Form 10-Q or
10-K or is less than five business days after the Company's release of
extraordinary information or other news announcement, in which case
the Sale Date will be the next business day following the expiration
of these time periods. The Participant shall make all sales through
the brokerage firm selected by the Program Administrator (the
"Brokerage Firm") and shall furnish the Brokerage Firm with the shares
necessary to make each sale within at least 30 (thirty) days of the
expected Sale Date.
(b) If the Brokerage Firm is unable to sell at the prevailing market "bid"
price (the "Bid Price") all shares designated to be sold on a
particular Sale Date, then such Brokerage Firm shall sell each
Participant's shares on a pro-rata basis and execute additional sales
transactions on as many successive business days as are necessary to
sell all such shares at the opening Bid Price on each successive
business day, provided that any such business day does not fall within
the prohibited time periods specified in subsection (a) above or the
quantity of shares sold does not exceed that specified in Section
3(b)(2) above.
5. Discretionary Withdrawals from the Program
(a) Discretionary withdrawals from the Program will not be permitted
during the designated Program period.
(b) Early termination will be permitted only upon separation from the
Company, liquidation of all of the terminating Participant's Company
common stock holdings, a Company merger, or the sale of the Company or
substantially all of its assets.
6. Securities & Exchange Commission ("SEC") Compliance Requirements
(a) SEC Form 4 must be filed on a regular basis to report the systematic
change in each Participant's securities holdings by the 10th day
following the close of each month of Program participation.
(b) While participating in the Program, Participants will be prohibited
under Section 16(b) of the securities laws from purchasing any
security issued by he Company except that during the participation
period, Participants may:
(1) purchase such securities through the Company's Employee
Stock Purchase Plan provided those securities are
held for a period of six months from the date of such
purchase; and
(2) exercise options granted pursuant to a properly exempted
Company stock option plan.
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NEUREX CORPORATION
SYSTEMATIC STOCK SALES PROGRAM
PARTICIPATION AGREEMENT
I, _____________, certify that I am eligible to participate in Neurex
Corporation's Systematic Stock Sales Program (the "Program") and that I have
read and agree to all of the Terms and Conditions of the Program. I hereby elect
to participate in the Program and enroll for such participation the following
block of _______ shares of Neurex Corp. stock (the "Shares") which are legally
held by me and over which I hold full and sole authority with regard to sales or
other disposition. I understand that once enrolled for participation in the
Program, the Shares may not be withdrawn from the Program for a period of at
least 12 (twelve) consecutive calendar months beginning with the first full
calendar month following the effective date of this Agreement, except as
provided in the Terms and Conditions of the Program.
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Participant Position Date
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Program Administrator Date
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Broker Date
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NEUREX CORPORATION
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SYSTEMATIC STOCK SALES PROGRAM
BROKERAGE FIRM GUIDELINES
Pursuant to the Neurex Corporation Systematic Stock Sales Program (the
"Program"), a copy of which is attached as Appendix A, the Brokerage Firm (the
"Firm"), as authorized by the Program Administrator will execute all sales
transactions subject to the following guidelines:
1. Each Program Participant will enroll a block of no less than 1200
(twelve hundred) shares of Company stock to be sold under the Program
during the 12 (twelve) calendar month minimum Program participation
period.
2. Each Participant will designate the number of shares from the enrolled
block to be sold per calendar month of participation. The number
designated will be the same for each calendar month and will not:
total, for the 3 (three) consecutive calendar month periods preceding
each sale, more than the greater of one percent of the shares of
common stock outstanding or the average weekly trading volume of such
stock over the four calendar weeks immediately preceding each monthly
sales transaction date.
3. All Sales transactions under the Program shall commence in August of
each year and be executed on the nineteenth day of each calendar month
(the "Sale Date"), unless such day falls on a weekend or holiday or is
less than ten business days after the filing of the Company's Form
10-Q or 10-K or is less than five business days after the Company's
release of extraordinary information or other news announcement, in
which case the Sale Date will be the next business day following the
expiration of these time periods. The Program Administrator will
inform the firm of any extraordinary information or news release or
filing related adjustment to the Sale Date. If the Firm is unable to
sell at the prevailing market "bid" price all shares designated to be
sold on a particular Sale Date, then the Firm shall sell each
Participant's shares on a pro rata basis and shall execute additional
sales transactions on as many successive business days as are
necessary to sell all such shares at the opening market "bid" price on
each successive business day, provided that any such business day does
not fall within the prohibited time periods specified above and the
quantities sold do not exceed those specified above.
4. Discretionary withdrawals from the Program will not be permitted
during the designated Program period. Early termination by any
Participant will be permitted only upon separation from the Company or
liquidation of all of the terminating Participant's Company common
stock holdings. The Firm will be informed in writing by the Program
Administrator or the sale or merger of the Company in the event of
either Participant or Program termination. The Firm shall accept
instructions regarding the Program only from the Program
Administrator, and such instruction shall be binding.
