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): June 15, 2000
Cellegy Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
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California 0-26372 82-0429727
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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349 Oyster Point Boulevard, Suite 200, South San Francisco, California 94080
(Address of principal executive offices, including zip code)
(650) 616-2200
(Registrant's telephone number, including area code)
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Item 5: Other Events
On June 16, 2000, we reported that we completed our acquisition of the
business of Quay Pharmaceuticals in Australia, and of related intellectual
property rights. Quay's sole product, Rectogesic (nitroglycerin ointment), for
the treatment of anal fissures, has been on the market for over a year in
Australia. Cellegy intends to continue to market the product in Australia. Quay
began marketing Rectogesic in Australia following review by the Australian Board
of Health of a regulatory submission made by Quay. The purchase price included
the issuance of 169,224 shares of Cellegy common stock, a warrant to purchase up
to 171,146 shares of common stock, and cash. We have agreed to file a
registration statement relating to the public resale of these shares from time
to time (including the shares issuable upon exercise of the warrant).
The amount of consideration was determined through negotiation. The
cash portion of the purchase price was paid from our available cash on hand.
There were no material relationships between Cellegy and Quay prior to the
transaction, except that Dr. David Z. Lubowski, the founder and a director of
Quay, previously entered into a consulting agreement with Cellegy relating to
Cellegy's Anogesic product.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
None.
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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: June 27, 2000 By: /s/ A. Richard Juelis
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A. Richard Juelis
Vice President, Finance &
Chief Financial Officer
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