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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) January 8, 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 January 5, 1999, ARIAD Pharmaceuticals, Inc. ("ARIAD") issued
478,120 shares of its Series B Preferred Stock to Hoechst Marion
Roussel, Inc. ("HMR") and received proceeds of $5,747,000. This
tranche of Series B Preferred Stock was issued in accordance with a
predefined pricing formula and is convertible on a one-for-one basis
into shares of ARIAD common stock. In 1997, HMR purchased an initial
2,526,316 shares of the Series B Preferred Stock for $24 million in
connection with the formation of the Hoechst-ARIAD Genomics Center,
LLC. The joint venture agreement provided ARIAD with the option,
beginning in 1999, to issue an additional $25 million in Series B
Preferred Stock to HMR over the remaining term of the joint venture.
This newly issued tranche providing ARIAD $5.7 million represents the
first tranche of the option and is the amount available to ARIAD
during 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS
99. Press Release dated January 7, 1999.
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: January 8, 1999 By: /s/ Jay R. LaMarche
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Executive Vice President
Chief Financial Officer
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EXHIBIT 99
[ARIAD LOGO]
NEWS RELEASE
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FOR IMMEDIATE RELEASE CONTACT: Jay R. LaMarche
Chief Financial Officer
(617) 494-0400
Jennifer LaVin
Bridge Communications
(212) 554-4158
ARIAD ISSUES $5.7 MILLION OF SERIES B PREFERRED STOCK TO
HOECHST MARION ROUSSEL
CAMBRIDGE, MA, JANUARY 7, 1999 -- ARIAD Pharmaceuticals, Inc. (Nasdaq: "ARIA")
today announced that it has issued 478,120 shares of its Series B Preferred
Stock to Hoechst Marion Roussel, Inc. ("HMR") and received proceeds of
$5,747,000. This tranche of Series B Preferred Stock was issued in accordance
with a predefined pricing formula and is convertible on a one-for-one basis into
shares of ARIAD common stock.
In 1997, HMR purchased an initial 2,526,316 shares of the Series B Preferred
Stock for $24 million in connection with the formation of the Hoechst-ARIAD
Genomics Center, LLC. The joint venture agreement provided ARIAD with the
option, beginning in 1999, to issue an additional $25 million in Series B
Preferred Stock to HMR over the remaining term of the joint venture. This newly
issued tranche providing ARIAD $5.7 million represents the first tranche of the
option and is the amount available to ARIAD during 1999.
ARIAD Pharmaceuticals (www.ariad.com) is engaged in the discovery and
development of orally administered therapeutics based on signal transduction
technology. The Company is developing small-molecule drugs that block
intracellular signaling pathways that play a critical role in major diseases,
including osteoporosis and immune-related disorders. ARIAD is also developing
ARGENT(TM), a proprietary regulated gene expression technology for orally
activated protein therapy and cellular therapy.
Some of the matters discussed in this news release may be forward-looking
statements that involve risks and uncertainties. Risks and uncertainties
include, but are not limited to risks and uncertainties regarding the success of
the Company's joint venture in functional genomics, as well as risks and
uncertainties relating to economic conditions, markets, products, services and
prices, 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, 1997 filed with the Securities and Exchange
Commission.
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