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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITY EXCHANGE ACT OF 1934
Date of report November 11, 1999
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NPS PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-23272 87-0439579
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(Commission File Number) (I.R.S. Employer Identification No.)
420 Chipeta Way, Salt Lake City, Utah 84108-1256
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(Address of Principal Executive Offices) (Zip Code)
(801) 583-4939
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On November 1, 1999, SmithKline Beecham Corporation purchased 249,000
shares of NPS Pharmaceuticals, Inc. common stock, $.001 par value, for aggregate
consideration of $1,946,433.
The press release is filed as an exhibit to this report and is
incorporated herein by reference.
The press release filed as an exhibit to this report includes "safe
harbor" language, pursuant to the Private Securities Litigation Reform Act of
1995, indicating that certain statements about NPS's business contained in the
press release is "forward-looking" rather than "historic."
Item 7. Financial Statements and Exhibits.
c. Exhibits
99.1 Press release, dated November 2, 1999, issued by NPS
Pharmaceuticals, Inc.
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.
NPS PHARMACEUTICALS, INC.
Date: November 11, 1999 /s/ James U. Jensen
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James U. Jensen, Vice President
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INDEX TO EXHIBITS
Exhibit
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Number Description
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99.1 Press release, dated November 2, 1999, issued by NPS
Pharmaceuticals, Inc.
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SMITHKLINE BEECHAM ELECTS TO EXTEND WORK
IN OSTEOPOROSIS WITH NPS PHARMACEUTICALS
NPS PHARMACEUTICALS, INC.
SALT LAKE CITY, UT USA
SALT LAKE CITY, Nov. 2 /PRNewswire/ -- NPS Pharmaceuticals, Inc. (Nasdaq:
NPSP), announced today that SmithKline Beecham (SB) will continue funding work
at NPS under an existing collaborative research and license agreement begun in
1993. NPS and SB are engaged in research efforts to find novel therapies for
osteoporosis. Under the terms of the agreement, SB has also purchased shares of
NPS stock. The SB stock purchase consisted of 249,000 shares of NPS common
stock priced at $7.817 per share. The total proceeds from the purchase are
$1,946,433.
Speaking for NPS, Dr. Hunter Jackson, Chairman, CEO and President, said,
"SmithKline Beecham's continued support for this program demonstrates its
promise in finding effective therapies for a very serious condition. We hope to
not only halt the progression of osteoporosis, but also to reverse its course so
that weakened bones are strengthened and fractures related to osteoporosis are
reduced."
Research in osteoporosis by NPS and SB is founded on technology proprietary
to NPS related to proteins in the body called calcium receptors. NPS and other
corporate partners are conducting additional research related to calcium
receptors for diseases other than osteoporosis.
NPS previously announced (September 28, 1999) its agreement to merge with
Allelix Biopharmaceuticals Inc., a Toronto, Canada based company. A proxy
statement has now been filed with the SEC; exhibits to the proxy statement
include the Management Circular for Allelix's special shareholders' meeting to
vote on the transaction. The merged company will operate as NPS Pharmaceuticals
in the U.S. and as NPS Allelix in Canada. Following the merger, which is
expected to close by January 2000, NPS will have a deep pipeline of late-stage
clinical programs, and preclinical programs involving recombinant proteins and
small molecules that address a variety of important human diseases.
NOTE: Statements included within this press release, which are not
historical in nature, constitute forward-looking statements for purposes of the
safe harbor provided by the Private Securities Litigation Reform Act of 1995.
Such statements involve risks and uncertainties that could cause actual results
to differ materially from those described herein. There can be no assurance
that efforts by NPS or SB to discover or develop an osteoporosis drug will be
successful. In addition, there can be no assurance that NPS and/or NPS Allelix
will have sufficient resources to advance some of their products on their own to
a stage that makes them more partnerable without raising additional capital,
that they will be successful in securing partners for unpartnered programs, or
that any of their partnered programs will succeed. Careful consideration should
be given to cautionary statements made in NPS documents filed with the SEC, in
particular the Company's annual report filed on Form 10-K and the Company's
Proxy Statement on Schedule 14A related to the proposed merger with Allelix,
expected to be mailed to NPS shareholders in November 1999.
