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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
Date of Report (Date of earliest event reported): December 2, 1999
COMMISSION FILE NUMBER: 0-21696
ARIAD PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 22-3106987
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
26 LANDSDOWNE STREET, CAMBRIDGE, MASSACHUSETTS 02139
(Address of principal executive offices)(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 494-0400
Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report: Not Applicable
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ITEM 5. OTHER EVENTS
On December 2, 1999, ARIAD Pharmaceuticals, Inc. (the "Company")
announced that the exercise deadline for its Common Stock Purchase
Warrants (the "Warrants") had been extended from 5:00 p.m. New York
City time on December 30, 1999 to 5:00 p.m. New York City time on
December 30, 2000. The extension was effected by an amendment to the
Warrant Agreement between the Company and the State Street Bank and
Trust Company of Boston, Massachusetts, who acts as Warrant Agent for
the Warrants. All other terms of the Warrants remain unchanged. The
Warrants are exercisable at $8.40 per share and are traded on the
Nasdaq Market under the symbol: ARIAW.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits
Exhibit
No.
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4.1 Amendment to Warrant Agreement, dated as of December 1, 1999
99.1 Press Release dated December 2, 1999.
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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.
ARIAD Pharmaceuticals, Inc.
Date: December 8, 1999 By: /s/ Jay R. Lamarche
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Jay R. LaMarche
Executive Vice President and
Chief Financial Officer
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EXHIBIT 4.1
AMENDMENT
THIS AMENDMENT NO. 2 is made as of December 1, 1999, by and between
ARIAD Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and State
Street Bank and Trust Company, a corporation organized under the banking laws of
the Commonwealth of Massachusetts (the "Warrant Agent"). All capitalized terms
used herein but not otherwise defined shall have the meanings ascribed to such
terms in that certain Warrant Agreement, dated as of May 27, 1994, by and
between the Company and the Warrant Agent (the "Warrant Agreement").
WHEREAS, the fixed date component of the Exercise Deadline for the
Warrants will arrive less than two months from the date hereof;
WHEREAS, the Company and the Warrant Agent desire to amend the Warrant
Agreement to extend, for a period of one year, the fixed date component of the
Exercise Deadline; and
WHEREAS, an amendment of the Warrant Agreement to extend the fixed date
component of the Exercise Deadline will not adversely affect, alter or change
the rights, privileges or immunities of the registered holders of the Warrant
Certificates;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. EXTENSION OF EXERCISE DEADLINE. The parties agree to amend
Section 2.2 of the Warrant Agreement, which is entitled "REGISTRATION
OF COMMON STOCK AND EXERCISABILITY OF WARRANTS", by deleting the first
sentence of Section 2.2 in its entirety and replacing such first
sentence with the following:
"Each Public Warrant may be exercised at any time on or after the
Separability Date and each UPW Warrant may be exercised at any time
on or after one year from the effective date of the Registration
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Statement (the "Effective Date") under the Securities Act of 1933,
as amended (the "Securities Act"), but not after 5:00 P.M., New
York City time, on the earlier of December 30, 2000, or the
business day immediately preceding the Call Date (as defined in
Section 4.11)."
2. RATIFICATION AND CONFIRMATION. Except as set forth above,
the terms, conditions, agreements, representations and covenants
contained in the Warrant Agreement are hereby ratified and confirmed in
all respects and continue in full force and effect.
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IN WITNESS WHEREOF, the Company and the Warrant Agent have caused this
Amendment to be duly executed as of the date first above written.
COMPANY: WARRANT AGENT:
ARIAD PHARMACEUTICALS, INC. STATE STREET BANK AND TRUST
COMPANY
By: /S/ Jay R. LaMarche By: /S/ Charlie Rossi
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Name: Jay R. LaMarche Name: Charlie Rossi
Its: Chief Financial Officer Its: Vice President
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EXHIBIT 99.1
[ARIAD LOGO]
NEWS RELEASE
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FOR IMMEDIATE RELEASE CONTACT: Jay R. LaMarche
ARIAD Pharmaceuticals, Inc.
Chief Financial Officer
(617) 494-0400
Eytan Apter
SmallCaps Online Group LLC
(212) 554-4158
ARIAD ANNOUNCES ONE YEAR EXTENSION OF THE EXPIRATION DATE OF ITS
COMMON STOCK PURCHASE WARRANTS
Cambridge, MA, December 2, 1999 -- ARIAD Pharmaceuticals, Inc. (Nasdaq: ARIA)
today announced that the exercise deadline for its Common Stock Purchase
Warrants has been extended for a period of one year, from 5:00 p.m. New York
City time on December 30, 1999 to 5:00 p.m. New York City time on December 30,
2000. The extension was effected by an amendment to the Warrant Agreement
between ARIAD and the State Street Bank and Trust Company of Boston,
Massachusetts, which acts as Warrant Agent for ARIAD's Common Stock Purchase
Warrants.
All other terms of the Warrants remain unchanged. The Warrants are exercisable
at $8.40 per share and are traded on the Nasdaq Market under the symbol: ARIAW.
ARIAD Pharmaceuticals (www.ariad.com) is engaged in the discovery and
development of novel therapeutics based on signal transduction technology. ARIAD
is developing small-molecule drugs to block intracellular signaling pathways
that play a critical role in major diseases, including osteoporosis and various
immune-related disorders. ARIAD is also developing ARGENT(TM), a proprietary
gene regulation technology for orally active protein therapy and cellular
immunotherapy that utilizes small-molecule drugs to control intracellular
signaling pathways in engineered cells.
Some of the matters discussed in this news release are forward-looking
statements that involve risks and uncertainties, including, but not limited to,
risks and uncertainties regarding the success of the Company's operations, as
well as risks and uncertainties relating to economic conditions, markets,
products, competition, intellectual property, services and prices, key
employees, future capital needs, dependence on our collaborators and other
factors discussed under the heading "Cautionary Statement Regarding
Forward-Looking Statements" in ARIAD's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 filed with the Securities Exchange Commission.
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