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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 1, 1997
HOUGHTEN PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-27972 51-0336233
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3550 GENERAL ATOMICS COURT, SAN DIEGO, CA 92121
(Address of Principal Executive Offices) (Zip Code)
(619) 455-3814
(Registrant's telephone number, including area code)
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ITEM 5. CORPORATE NAME CHANGE.
Effective May 1, 1997, Houghten Pharmaceuticals, Inc., a Delaware
corporation ("HPI"), is changing its corporate name to the following:
"Trega Biosciences, Inc."
Article I of the Restated Certificate of Incorporation of HPI will be amended,
effective May 1, 1997, to read as follows:
"The name of the corporation is Trega Biosciences, Inc."
The foregoing description of the name change and related transactions
is qualified in its entirety by reference to a Certificate of Ownership and
Merger which has been filed with the Delaware Secretary of State, a copy of
which is included as an exhibit to this Form 8-K and incorporated herein by this
reference. The press release of HPI dated April 15, 1997, announcing the name
change, is also included as an exhibit to this Form 8-K and incorporated herein
by this reference.
(a) EXHIBITS.
1. Certificate of Ownership and Merger.
2. Press Release of April 15, 1997.
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SIGNATURE
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.
Dated: April 23, 1997
HOUGHTEN PHARMACEUTICALS, INC.
By /s/ Terence E. McMorrow
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Terence E. McMorrow
Vice President, Finance and
Corporate Development
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Exhibit Index
Exhibit
Number Description
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1. Certificate of Ownership and Merger dated April 8, 1997 and filed with
the Delaware Secretary of State on April 18, 1997.
2. Press Release of April 15, 1997.
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EXHIBIT 1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
HPITBI MERGER CORP.
INTO
HOUGHTEN PHARMACEUTICALS, INC.
(Pursuant to Section 253 of the
General Corporation Law of Delaware)
TO BE EFFECTIVE ON MAY 1, 1997
Houghten Pharmaceuticals, Inc., a corporation organized and existing
under the laws of Delaware (the "CORPORATION"), does hereby certify:
FIRST: That the Corporation owns all of the outstanding
shares of each class of stock of HPITBI Merger Corp., a Delaware
corporation.
SECOND: That the Corporation, by the following resolutions of
its Board of Directors, duly adopted at a meeting held on February 25,
1997, determined to and did merge into itself (to be effective on May
1, 1997) said HPITBI Merger Corp. by the adoption thereof:
RESOLVED, that the Corporation (i) merge, and it
hereby does merge, into itself HPITBI Merger Corp. and (ii)
assume all of the obligations of HPITBI Merger Corp.
RESOLVED, that said merger shall become effective ON
MAY 1, 1997.
RESOLVED, that upon the effectiveness of said merger,
the name of the Corporation shall be changed to the following:
"TREGA BIOSCIENCES, INC."
and Article I of the Restated Certificate of Incorporation of
the Corporation, as heretofore amended, shall be amended to
read as follows:
"THE NAME OF THE CORPORATION IS TREGA
BIOSCIENCES, INC."
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RESOLVED, that except for the foregoing amendment to
Article I, the Restated Certificate of Incorporation of the
Corporation, as heretofore amended, shall remain unchanged by
the merger and in full force and effect until further amended
in accordance with the Delaware General Corporation Law.
RESOLVED, that the proper officers of the Corporation
be, and they hereby are, directed to make and execute a
Certificate of Ownership and Merger setting forth a copy of
the resolutions to so merge HPITBI Merger Corp. and to assume
its obligations, and to so change the name of the Corporation,
and the date of adoption thereof, and to cause the same to be
filed with the Secretary of State of the State of Delaware,
and to do all acts and things whatsoever, whether within or
without the State of Delaware, which may be necessary or
proper to effect said merger and name change.
In witness whereof, the Corporation has caused this Certificate to be
signed by its duly authorized officers this 8th day of April, 1997.
Houghten Pharmaceuticals,
Inc., a Delaware corporation
By: /s/ Robert S. Whitehead
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Robert S. Whitehead
Chief Executive Officer and
President
By: /s/ Terence E. McMorrow
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Terence E. McMorrow
Vice President, Finance and
Corporate Development, and
Secretary
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EXHIBIT 2
CONTACT:
Noel M. Byczek
Director, Corporate Communications
(619) 455-2877
FOR IMMEDIATE RELEASE
HOUGHTEN PHARMACEUTICALS TO CHANGE NAME TO
TREGA BIOSCIENCES, INC.
The Company Will Trade Under The Nasdaq Symbol TRGA
SAN DIEGO, Calif., -- April 15, 1997 -- Houghten Pharmaceuticals, Inc. (HPI)
(Nasdaq:HPIP) today announced that effective May 1, 1997 the company will
undergo a name change to Trega Biosciences, Inc. (tray-ga) and it will trade on
the Nasdaq Stock Market under the symbol TRGA. The company will also re-launch
its corporate web site at http:\\www.trega.com.
"Our name change represents our continuing transition from a single-technology
company into a drug discovery organization with greater technology depth,"
stated Robert S. Whitehead, HPI's president and chief executive officer. "Our
new name and symbol represent the ideal combination of technology, people and
partnerships, and will better suit us as we continue working to become a fully
integrated resource for accelerated discovery of potential human
pharmaceuticals."
HPI (soon to be Trega Biosciences) is a drug discovery company, utilizing
combinatorial chemistry and other technologies to pursue the discovery of novel,
small-molecule drug therapies. The company leverages its technology platform by
entering into pharmaceutical alliances, enabling partners to access HPI's
technologies in exchange for licensing fees and potential milestone payments and
royalties, or by establishing joint-discovery alliances with biotechnology
companies. HPI also uses its drug discovery technologies in its internal
development programs. HP 228, the company's lead compound, is in Phase II trials
for the treatment of inflammatory and metabolic diseases.
-- more --
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Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements that involve risks and
uncertainties, including whether any proposed product can be successfully
formulated, scaled-up, developed and commercialized, whether regulatory
approvals can be obtained, the impact of competitive products and pricing,
whether any corporate collaborations or alliances will be successful, and other
risks detailed from time to time in HPI's Securities and Exchange Commission
(SEC) filings. These forward-looking statements represent HPI's judgment as of
the date of this release. Actual results may differ materially from those
projected. HPI disclaims, however, any intent or obligation to update these
forward-looking statements.
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HPI's releases are on the World Wide Web at http://www.houghten.com and PR
Newswire's fax-on-demand service at 1-800-758-5804, extension 374050.
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