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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): March 27, 2000
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ARIAD PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-21696 22-3106987
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
26 Landsdowne Street, Cambridge, Massachusetts 02139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 494-0400
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Not applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On March 27, 2000, ARIAD Pharmaceuticals, Inc. (the "REGISTRANT")
announced that it had delivered on that same day to State Street Bank and Trust
Company of Boston, Massachusetts, in its capacity as Warrant Agent (the "WARRANT
AGENT"), notice of its call for redemption of all of its outstanding Common
Stock Purchase Warrants (the "WARRANTS").
In its notice the Registrant established April 27, 2000 as the call
date for the redemption of the Warrants (the "CALL DATE"). The price to be paid
on or after the Call Date for any Warrants that have not been exercised before
the Call Date shall be $0.05 per Warrant (the "CALL PRICE"). The payment of the
aggregate Call Price for each holder's Warrants shall be made by the Warrant
Agent upon presentation and surrender of the certificate or certificates
representing such holder's Warrants to the Warrant Agent at its principal
office, currently located at 150 Royall Street, Canton, MA 02021, Mail Stop -
45-02-62. The right to exercise the Warrants will terminate at 5:00 p.m., New
York City time, on April 26, 2000. The Warrants are exercisable at $8.40 per
share and are traded on the NASDAQ National Market under the symbol "ARIAW."
A copy of the related press release is filed herewith as Exhibit
99.1.
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. Description
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99.1 Press Release, dated March 27, 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 to be signed on its behalf by the
undersigned, thereunto duly authorized.
ARIAD PHARMACEUTICALS, INC.
Dated: April 4, 2000 By: /s/ Jay R. LaMarche
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Jay R. LaMarche
Executive Vice President
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated March 27, 2000.
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EXHIBIT 99.1
NEWS RELEASE
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FOR IMMEDIATE RELEASE CONTACT: Jay LaMarche
Chief Financial Officer, ARIAD
(617) 494-0400
Tom Pearson (for media)
Pearson Communications
(610) 407-9260
Eytan Apter
SmallCaps Online Group, LLC
(212) 554-4158
ARIAD ISSUES CALL NOTICE FOR REDEMPTION
OF COMMON STOCK PURCHASE WARRANTS
CAMBRIDGE, MA, MARCH 27, 2000 -- ARIAD Pharmaceuticals, Inc. (Nasdaq: "ARIA")
today announced that it has delivered a call notice to the State Street Bank &
Trust Company, as warrant agent, to redeem ARIAD's publicly traded Common Stock
Purchase Warrants. The call notice establishes April 27, 2000 as the call date
and specifies that the right to exercise all outstanding Warrants will expire at
5:00 p.m., New York City time, April 26, 2000. After April 26, 2000, unexercised
Warrants may be presented to the warrant agent for the payment of a redemption
price of $0.05 per Warrant.
A total of 2,125,225 Warrants were issued in connection with the Company's
initial public offering in 1994. The Warrants are quoted separately from the
Common Stock on the Nasdaq National Market under the symbol ARIAW (Nasdaq:
"ARIAW"). Each Warrant entitles the holder to purchase one share of Common Stock
at an exercise price of $8.40 per share. As of March 23, 2000, 2,025,036
Warrants remain outstanding.
"If all of the remaining outstanding Warrants are exercised, ARIAD would receive
$17 million. Combined with our existing cash of $25 million, this provides us
with an aggregate of $42 million available to fund our operations, including
further development of our lead products," said Jay LaMarche, chief financial
officer of ARIAD.
For a complete description of the terms of the Warrants, investors should refer
to the Warrant Agreement dated May 27, 1994 filed with the Securities and
Exchange Commission as an exhibit to the Company's Registration Statement on
Form S-1.
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ARIAD Pharmaceuticals (www.ariad.com) is engaged in the discovery and
development of gene-targeted therapeutics based on signal transduction
technology. ARIAD is developing gene therapy products, regulated by
small-molecule drugs, for protein and cell therapy based on its proprietary gene
regulation and gene activation technologies, including the ARGENT(TM) and
RAPID(TM) systems. The Company also is developing orally administered
small-molecule drugs to block intracellular signaling pathways that play a
critical role in major diseases, such as osteoporosis and immune-related
disorders.
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 funding that may be received upon exercise of
the Warrants, as well as risks and uncertainties relating to our operations,
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 and
Exchange Commission.
