SYNAPTIC PHARMACEUTICAL CORP
8-K, 1998-07-16
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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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): July 16, 1998

                       SYNAPTIC PHARMACEUTICAL CORPORATION
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

               0-27324                          22-285-9704
      (Commission File Number)       (I.R.S. Employer Identification No.)

                                215 College Road
                         Paramus, New Jersey 07652-1431
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (201) 261-1331


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Item 5.  Other Events

         Synaptic Pharmaceutical  Corporation (the "Company"),  in collaboration
with Eli Lilly and Company  ("Lilly"),  is currently  conducting  drug discovery
programs  focused on a number of serotonin  receptor  subtypes  and  therapeutic
applications.  One  of  such  programs  is  focused  on the  identification  and
development  of  compounds  that are  selective  agonists  of the  serotonin  1F
receptor  subtype  for the  treatment of migraine.  Lilly  recently  completed a
Phase II clinical study in Europe with LY334370,  a compound  identified as part
of this program. This clinical study tested a wide dose range and final analysis
of the data generated in this study is in progress.  An investigational new drug
request (an "IND") with  respect to  LY334370  was filed with the United  States
Food and Drug Administration in January 1998. Lilly is conducting two additional
Phase II clinical  studies with  respect to LY334370 in the United  States in an
effort  to  further  define  the  dose  response  relationship  and  to  explore
formulation options.

         To  date,  in the  limited  Phase II  clinical  studies,  LY334370  was
observed  to  reduce  or  eliminate  migraine  pain.   According  to  Lilly,  no
cardiovascular side effects have been observed, although at certain higher doses
side effects such as asthenia, dizziness and/or somnolence were observed. In the
ongoing Phase II clinical studies,  Lilly will attempt to define the doses which
result in  efficacy  and  compare  those  doses to the doses  resulting  in side
effects.  The efficacy and side effect profile of LY334370 will then be compared
to other currently available migraine treatments. Lilly has informed the Company
that it expects to make a decision  on whether to proceed to Phase III  clinical
trials by the end of 1998 and that its decision  will be based on the outcome of
the three Phase II clinical studies.

         For a general  description  of Phase II and Phase III clinical  trials,
see the Company's Annual Report on Form 10-K for the fiscal year ended  December
31, 1997 (the "1997 Form 10-K").

         This Report on Form 8-K contains  "forward-looking  statements"  within
the meaning of Section 27A of the  Securities Act of 1933 and Section 21E of the
Securities  Exchange Act of 1934. Such statements  include,  but are not limited
to, the statement  relating to the timing of a decision on whether to proceed to
Phase III  clinical  trials and any other  statements  which are not  historical
facts. When used in this document, the word "expect" and similar expressions are
intended to be among the words that identify  forward-looking  statements.  Such
statements involve risks and uncertainties, including, but not limited to, those
risks  and   uncertainties   detailed  under  the  captions   "Competition"  and
"Government  Regulation"  in the 1997 Form 10-K, as well  as  the   risks    and
uncertainties   disclosed   under   the   captions   "Early  Stage   of  Product
Development;  Technological  Uncertainty," "Dependence on Collaborative Partners
and Licensees for Development,  Regulatory Approvals,  Manufacturing,  Marketing
and  Other  Resources"  and  "Uncertainties   Related  to  Clinical  Trials"  as
"Cautionary  Statements"  in the 1997 Form 10-K or detailed from time to time in
filings the Company makes with the  Securities and Exchange  Commission.  Should
one or more of these risks or uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual  outcomes may vary from those  indicated.
Although  the  Company   believes  that  the   expectations   reflected  in  the
forward-looking

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<PAGE>



statements  contained herein are reasonable,  it can give no assurance that such
expectations  will prove to be correct.  The  Company  expressly  disclaims  any
obligation  or  undertaking  to  disseminate  any  updates or  revisions  to any
forward-looking  statement  contained  herein  to  reflect  any  change  in  the
Company's  expectations with regard thereto or any change in events,  conditions
or circumstances on which any such statement is based.









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<PAGE>



                                   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:  July 16, 1998

                               SYNAPTIC PHARMACEUTICAL CORPORATION
                               (Registrant)


                               By:/s/ Kathleen P. Mullinix
                                  ---------------------------------------------
                                  Name:  Kathleen P. Mullinix
                                  Title:  President and Chief Executive Officer









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