MATRITECH INC/DE/
8-K, 2000-09-11
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>   1
                       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): AUGUST 24, 2000


                                 MATRITECH, INC.
         --------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    DELAWARE
         --------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

             0-12128                                04-2985132
      -----------------------              ---------------------------------
      (Commission File Number)             (IRS Employer Identification No.)


               330 NEVADA STREET, NEWTON, MASSACHUSETTS 02460 USA
  ------------------------------------------------------------------------
  (Address of Principal Executive Offices)                      (Zip Code)


               Registrant's telephone number, including area code:


                                 (617) 928-0820



<PAGE>   2
ITEM 5. OTHER EVENTS.

         On August 24, 2000, the Registrant publicly disseminated a press
release announcing that the Registrant had entered into a common stock purchase
agreement covering the sale of up to $30 million of the Registrant's Common
Stock. The shares had been registered pursuant to an effective Registration
Statement on Form S-3. Pursuant to the common stock purchase agreement, the
Registrant may sell up to 2,450,000 shares of Common Stock, at a small discount
to the market price, to Acqua Wellington North American Equities Fund, Ltd. at
any time beginning in August 2000 and ending in October 2001.

         The foregoing description is qualified in its entirety by reference to
the following documents, each of which is incorporated herein by reference, (i)
the Common Stock Purchase Agreement, dated as of August 22, 2000, by and between
the Registrant and Acqua Wellington North American Equities Fund, Ltd., a copy
of which is attached hereto as Exhibit 10.1, and (ii) the Registrant's press
release dated August 24, 2000, a copy of which is attached hereto as Exhibit
99.1.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)      Exhibits

10.1     Common Stock Purchase Agreement, dated as of August 22, 2000, by and
         between the Registrant and Acqua Wellington North American Equities
         Fund, Ltd.

99.1     The Registrant's Press Release dated August 24, 2000.

<PAGE>   3
                                   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.



                                            MATRITECH, INC.


September 11, 2000                          By: /s/ Stephen D. Chubb
                                               --------------------------------
                                               Name:  Stephen D. Chubb
                                               Title: Chairman, Director and
                                                      Chief Executive Officer


<PAGE>   4

                                  EXHIBIT INDEX

EXHIBIT NUMBER     DESCRIPTION

10.1               Common Stock Purchase Agreement, dated as of August 22, 2000,
                   by and between the Registrant and Acqua Wellington North
                   American Equities Fund, Ltd.

99.1               The Registrant's Press Release dated August 24, 2000.



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