SYNAPTIC PHARMACEUTICAL CORP
8-K, 1998-09-21
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): September 21, 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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<PAGE>



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.  The current  status of certain of these programs is summarized in
the following table:

- --------------------------------------------------------------------------------
Program(1)        Receptor(s)      Primary Indication(s)    Status(2)
- --------------------------------------------------------------------------------
Serotonin         1F               Acute Migraine           Phase II Clinical(3)
                  __(4)            Depression               Phase I Clinical
                  __(4)(5)         Depression               Late Preclinical
                  1A               Smoking Cessation        Late Preclinical(6)
                  2C               Obesity                  Early Preclinical
- --------------------------------------------------------------------------------


(1)      The  Company  is  working  with Lilly on  receptor  and drug  discovery
         programs in addition to those  programs  referenced in the above table.
         In general, the drug discovery and receptor discovery programs that are
         specifically  referenced in the above table are at more advanced stages
         of development than those that are not  specifically  referenced in the
         table.

(2)      "Early Preclinical" refers to the stage at which one or more leads have
         been  identified  and are  being  tested  in in vitro or in vivo  model
         systems for one or more  indications.  In addition,  at this stage lead
         compounds  may have been shown to be active in animal models for one or
         more  indications  and  preliminary   toxicology  and  pharmacokinetics
         studies will also have been concluded.

         "Late  Preclinical"  refers to the stage preceding the Phase I Clinical
         stage at which a clinical candidate has been selected, scale-up of such
         candidate is underway or completed, and toxicology and pharmacokinetics
         studies are planned or underway or have been concluded.

         "Phase I Clinical"  refers to the stage preceding the Phase II Clinical
         stage at which a drug candidate is being or has been  administered to a
         small group of healthy  human  subjects  for the purpose of testing for
         safety (adverse effects), dose tolerance, absorption, bio-distribution,
         metabolism, excretion and clinical pharmacology.

         "Phase II  Clinical"  refers to the stage at which a drug  candidate is
         being or has been administered to a small sample of the actual intended
         patient population to seek to assess the efficacy of the drug candidate
         for the specific targeted  indication,  to determine dose tolerance and
         the optimal dose range and to gather additional information relating to
         safety and potential adverse effects.

         "Phase III Clinical"  refers to the stage at which a drug  candidate is
         being or has been  administered  to a  broader  sample  of the  general
         patient population at geographically dispersed study sites to establish
         further clinical safety and efficacy of the drug candidates in order to
         determine  its  overall  risk-benefit  ratio and to provide an adequate
         basis for all physician labeling.

(3)      In August  1998,  the Company and Lilly  announced  that this  compound
         would advance to the Phase III Clinical stage.

(4)      This information is confidential to the Company and Lilly.


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<PAGE>



(5)      The  receptor  subtype  that is the target of this program is different
         from the receptor subtype that is the target of the depression  program
         that is in the Phase I Clinical stage.

(6)      The Company  reported in its Form 10-Q for the quarter  ended March 31,
         1998,  that Lilly had  selected a compound  in this  smoking  cessation
         program for possible  development  and that the compound was undergoing
         late preclinical testing.  However, Lilly recently informed the Company
         that,  as a result of  competing  priorities,  it would not continue to
         develop this compound and would instead seek a licensee or  development
         partner for the compound.

- --------------------------------------------------------------------------------


         The Company  reported  in its Form 10-Q for the quarter  ended June 30,
1998,  that,  with  respect  to  the  drug  discovery  program  focused  on  the
identification  and development of serotonin 2B antagonists for the prophylactic
treatment of migraine, Lilly had determined, based upon competing priorities, to
discontinue  development  of the compound that was undergoing  late  preclinical
testing and to seek a licensee or  development  partner for the compound.  Since
this report,  however,  Lilly has informed the Company that, due to its analysis
of  additional  data with  respect  to the  compound,  Lilly had  determined  to
terminate the program entirely and will no longer seek a licensee or development
partner for the compound.

         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 any statements  which
are not  historical  facts.  Such  statements  involve risks and  uncertainties,
including,  but not  limited  to,  those  risks and  uncertainties  relating  to
difficulties or delays in development,  testing, regulatory approval, production
and  marketing  of drug  candidates,  any  unexpected  adverse  side  effects or
inadequate  therapeutic  efficacy of drug  candidates that could slow or prevent
product development efforts, competition within anticipated product markets, the
uncertainty of product development in the pharmaceutical industry, the inability
to license  potential  products or certain rights thereto to third parties,  the
uncertainty of patent protection for intellectual  property or trade secrets and
those risks and  uncertainties  detailed  under the captions  "Competition"  and
"Government  Regulation"  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended December 31, 1997 (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.  Although
the Company  believes  that the  expectations  reflected in the  forward-looking
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:  September 21, 1998
                                            SYNAPTIC PHARMACEUTICAL CORPORATION
                                            (Registrant)


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



















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