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 2, 2000
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
Page 1 of 5 Pages
<PAGE>
Item 5. Other Events.
On March 2, 2000, Synaptic Pharmaceutical Corporation (the "Company")
issued a press release announcing that its corporate partner Merck & Co., Inc.
has relinquished its license to the Company's alpha-adrenergic technology and
related patents, thereby paving the way for Synaptic to make such technology and
patents available for licensing to others who have been working in the field. 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 March 2, 2000 4
Page 2 of 5 Pages
<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: March 2, 2000
SYNAPTIC PHARMACEUTICAL CORPORATION
(Registrant)
By:/s/ Kathleen P. Mullinix
--------------------------------
Name: Kathleen P. Mullinix
Title: Chairman, President and
Chief Executive Officer
Page 3 of 5 Pages
<PAGE>
Exhibit No. 99
--------------
FOR IMMEDIATE RELEASE Contacts: Kathleen P. Mullinix, Ph.D.
Chairman, President and C.E.O.
Synaptic Pharmaceutical Corporation
(201) 261-1331, ext. 103
Lisa Baumgartner
Ruder-Finn, Inc.
(212) 593-6352
SYNAPTIC PHARMACEUTICAL ALPHA-ADRENERGIC PROGRAM UPDATE
PARAMUS, N.J., March 2, 2000 - Synaptic Pharmaceutical Corporation (Nasdaq:
SNAP) announced today that Merck & Co., Inc. has relinquished its license to
Synaptic's alpha-adrenergic technology and related patents, thereby paving the
way for Synaptic to make all of its technology and patents available for
licensing to others who have been working in this field. Synaptic had originally
granted the license to Merck in November 1993 at the start of their
collaboration to discover and develop a drug to treat benign prostatic
hyperplasia (BPH). In September 1999, Synaptic announced that Merck, in a phase
IIa clinical trial involving a selective alpha-1a antagonist, had successfully
validated Synaptic's proprietary alpha-1a adrenergic receptor as a target for
BPH, but had discontinued development of the compound due to limited oral
bioavailability and the potential for drug interactions.
Alpha-adrenergic receptors are activated by the neurotransmitter
noradrenaline. The alpha- adrenergic receptors serve a critical control function
in regulating involuntary physiological functions, such as blood pressure, heart
rate and smooth muscle tone, and thus may serve as important tools in the
management of many disorders. Until 1982, only two alpha- adrenergic receptors
(alpha 1 and alpha 2) were believed to exist. Since then, scientists have
discovered that the alpha-adrenergic receptor family contains at least six
subtypes (the alpha-1a, alpha-1b, alpha-1d, alpha-2a, alpha-2b and alpha-2c).
Synaptic believes that it is responsible for the discovery of the genes that
code for the human alpha-1a, alpha-1b, alpha-1d and alpha-2b receptors, and it
has received five United States patents relating to these genes and related drug
discovery systems. In addition, the company holds five United States functional
use patents that cover the use of alpha-la antagonists having defined degrees of
selectivity for the alpha-la receptor relative to one or both of the other
alpha-1 receptors for the treatment of BPH.
"While I am disappointed that Merck was not able to discover a compound
with a pharmacological profile that was acceptable to them, I am extremely
pleased they are taking this step, which allows Synaptic to make the technology
available to others," said Kathleen P. Mullinix, chairman, president and chief
executive officer of the company. "I view this as another step in the
Page 4 of 5 Pages
<PAGE>
repositioning of our genomics technology. Over the years we have provided
exclusive licenses to our pharmaceutical partners for our serotonin,
alpha-adrenergic and neuropeptide Y receptor discoveries. Since granting these
exclusive licenses, we have been approached by other companies seeking to
license these discoveries. In the case of the alpha-adrenergic technology, for
example, both Synaptic and Merck have been approached from time-to-time by other
companies developing compounds for BPH and who may need licenses to some or all
of Synaptic's patents in the area. In 1998, Synaptic and Merck worked together
to permit Synaptic to grant certain rights to Glaxo Group Limited of the United
Kingdom so that they could utilize the technology. At that time, I stated that I
hoped that this would be the first of many requests by pharmaceutical companies
for a license to our proprietary technology. This decision by Merck will allow
us to capitalize on our patent position in the alpha-adrenergic area," Dr.
Mullinix concluded.
Synaptic Pharmaceutical Corporation was founded in 1987 and has
developed "human receptor-targeted drug design technology." The company is
utilizing this technology in its genomics program to discover and clone the
genes that code for human receptors. The company and its licensees are also
utilizing this technology in functional genomics programs to discover the
function of these receptors in the body and thus the specific physiological
disorders with which they may be associated. The company and its licensees are
in turn utilizing the cloned receptor genes to design compounds that can
potentially be developed as drugs for treating these disorders. The company's
current licensees are, Eli Lilly and Company, Novartis Pharma AG, Grunenthal
GmbH and Kissei Pharmaceutical Co., Ltd.
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 to third parties, the inability or
failure of any licensee to successfully develop and commercialize a drug based
upon the company's technology, competition within anticipated product markets,
the uncertainty of product development in the pharmaceutical industry, 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, 1998 (the "1998 Form 10-K"), as well as the risks
and uncertainties disclosed under the captions "Patents, Proprietary Technology
and Trade Secrets," "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
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.
# # #
Page 5 of 5 Pages
