SYNAPTIC PHARMACEUTICAL CORP
8-K, 1999-05-17
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): May 14, 1999

                       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.

         On May 14, 1999,  Synaptic  Pharmaceutical  Corporation  issued a press
release  announcing  the  termination of its  collaboration  with Warner-Lambert
Company in the field of galanin.  A copy of  the  press  release  is attached as
Exhibit 99 to this Form 8-K and incorporated by reference herein.






Item 7.           Exhibits.

Exhibit No.                                                               Page
- -----------                                                               ----
99                Press Release dated May 14, 1999                          4


















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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:  May 17, 1999
                                           SYNAPTIC PHARMACEUTICAL CORPORATION
                                           (Registrant)

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






















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<PAGE>

                                                            Exhibit No. 99
                                                            --------------


FOR IMMEDIATE RELEASE            Contact:          Kathleen P. Mullinix, Ph.D.
                                                   Synaptic Pharmaceutical
                                                   (201) 261-1331, ext. 103

                                                   Stacy Lipschitz
                                                   Ruder Finn, Inc.
                                                   (212) 583-2757


                     SYNAPTIC PHARMACEUTICAL'S COLLABORATION
                  WITH WARNER-LAMBERT IN GALANIN RESEARCH ENDS


PARAMUS, NJ, May 14, 1999 -- Synaptic Pharmaceutical  Corporation (Nasdaq: SNAP)
today  announced  that its  partner  in the  field of  galanin  drug  discovery,
Warner-Lambert  Company,  has decided not to enter into the second  stage of the
collaboration  which  began in July  1997.  As a  consequence,  Warner-Lambert's
exclusive license to Synaptic's galanin technology terminated and Warner-Lambert
is  prohibited  for  four  years  from  conducting   research,   development  or
commercialization of pharmaceutical products that work via the galanin receptors
which were the subject of the collaboration. In addition, Synaptic gets back all
rights  to its  proprietary  galanin  technology  and has the  right  to use all
technology created during the first stage of the collaboration.

         Galanin receptors,  which are widely distributed in the central nervous
system and present in other organs, are believed to be useful drug targets for a
variety  of  therapeutic   indications.   These  include  Alzheimer's   disease,
depression,  pain  and  endocrine  disorders,  such as  diabetes,  and  obesity.
Synaptic has discovered and cloned genes that code for galanin receptor subtypes
and has filed patent applications relating to these discoveries.

        "We are disappointed by Warner-Lambert's  decision not to proceed to the
next stage of the  collaboration,  but we  understand  their need to  prioritize
their research," said Kathleen P. Mullinix, Ph.D., chairman, president and chief
executive  officer.  "Our experience in the first stage of the collaboration has
once again  demonstrated  the value of our cloned receptors and other technology
in the design of receptor-specific  compounds.  In addition,  the termination of
both the  collaboration  and  Warner-Lambert's  exclusive  license  allows us to
explore  alternative  ways in  which  our  technology  can be made  more  widely
available to the pharmaceutical industry. At the same time, we also realize that
the  combined  events  of the  termination  of this  program  and  the  upcoming
termination  of our  collaboration  with Eli Lilly and Company  dictate  that we
carefully  evaluate  our  operations  in order to most  effectively  utilize our
assets and resources."

        Synaptic    Pharmaceutical     Corporation    has    developed    "human
receptor-targeted  drug design  technology,"  which  involves  the use of cloned
human  receptors  as targets for the design of potential  drugs.  The Company is
collaborating with the following two pharmaceutical companies, both of

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<PAGE>


which have been granted  licenses in connection with such  collaborations  under
certain patent rights and to certain  technologies of the company: Eli Lilly and
Company for migraine headache,  depression,  obesity and smoking cessation;  and
Grunenthal  GmbH for the  alleviation  of pain.  Merck and Co.,  Inc.,  Novartis
Pharma AG and  Glaxo  Group  Limited  have also  been  granted  licenses  by the
Company.

        This press  release  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 relating
to the  value of the  Company's  technology  and  patent  estate  and any  other
statements  which are not historical  facts.  Such statements  involve risks and
uncertainties,  including,  but not  limited to,  those risks and  uncertainties
relating to the inability to license the  Company's  technology or patent rights
to third parties, the uncertainty of patent protection for intellectual property
or trade secrets and those risks and  uncertainties  detailed under the captions
"Patents,  Proprietary  Technology and Trade Secrets" and  "Competition"  in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998
(the "1998 Form 10-K"), as well as the risks and  uncertainties  disclosed under
the captions "Early Stage of Product Development; Technological Uncertainty" and
"Dependence on Collaborative Partners and Licensees for Development,  Regulatory
Approvals,   Manufacturing,   Marketing  and  Other  Resources"  as  "Cautionary
Statements"  in the 1998 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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