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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 January 7, 2000
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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 2. Acquisition or Disposition of Assets
On December 23, 1999, NPS Pharmaceuticals, Inc. ("NPS"), through its
indirectly wholly-owned subsidiary, NPS Allelix Inc. ("NPS Allelix") acquired
all of the outstanding shares of common and preferred stock of Allelix
Biopharmaceuticals Inc. ("Allelix"), in accordance with the terms of an
Arrangement Agreement dated September 27, 1999 between NPS and Allelix (the
"Arrangement Agreement"). The acquisition occurred shortly following the
approval of the transaction by the stockholders of each of Allelix and NPS at
their respective special meetings of stockholders, each held on December 15,
1999 and following approval of the Superior Court of Ontario on December 17,
1999 as contemplated in the Arrangement Agreement.
Upon consummation of the acquisition, each outstanding share of Allelix
common stock became 0.3238 of a share of NPS common stock or 0.3238 of an
exchangeable share of NPS Allelix. Each exchangeable share of NPS Allelix
entitles the holder to acquire one share of NPS common stock on exchange. At the
closing, NPS issued 3,040,914 shares of its common stock and NPS Allelix issued
3,476,009 exchangeable shares. Additionally, each outstanding option or warrant
of Allelix which was previusly exercisable into Allelix common stock is now
exercisable into 0.3238 of a share of NPS common stock or 0.3238 of an
Exchangeable Share. Furthermore, each outstanding share of Allelix preferred
stock will be convertible into 0.3238 of a share of NPS common stock for each
share of Allelix common stock the holder was theretofore entitled to receive
upon conversion. Assuming exercise of all Allelix options and warrants
outstanding at closing, and conversion of all shares of Allelix preferred stock
outstanding at the closing, NPS expects to issue up to an aggregate of 7,567,202
shares of its common stock in connection with the acquisition.
NPS will continue operations in the United States under the name NPS
Pharmaceuticals, Inc. and in Canada through its Canadian subsidiary "NPS Allelix
Corp." The Arrangement will be accounted for as a purchase.
A copy of the press release announcing the consummation of the
Arrangement is attached hereto as Exhibit 99.1. 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."
Allelix is a biopharmaceutical company that applies proprietary
technologies to the identification of disease targets ant to the discovery,
design, and development of novel pharmaceutical products. NPS intends to use
the assets acquired in the arrangement to conduct such business.
Item 5. Other Events.
At NPS's Special Meeting of Stockholders on December 15, 1999, the
stockholders of NPS approved the issuance of shares of NPS common stock in
connection with the Arrangement Agreement and, also, approved an amendment to
the Certificate of Incorporation of NPS increasing the total number of shares of
capital stock that NPS is authorized to issue form 25,000,000 shares to
50,000,000 shares and the total number of shares of common stock authorized for
issuance thereunder from 20,000,000 shares to 45,000,000 shares. This
Certificate of Amendment to the Amended and Restated Certificate of NPS
Pharmaceuticals, Inc. was filed with the State of Delaware on December 22, 1999.
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Item 7. Financial Statements and Exhibits.
a. Financial Statements of the Business Acquired
The following audited financial statements with respect to the acquired
business of Allelix Biopharmaceuticals were previously filed with the Securities
and Exchange Commission by NPS as an appendix in its Proxy Statement dated
November 17, 1999. This Proxy Statement was mailed to NPS stockholders in
connection with the NPS Special Meeting of Stockholders to consider certain
proposals related to the acquisition of Allelix. Accordingly, the following
audited financial statements are hereby incorporated by reference herein:
(i) the audited consolidated balance sheets of Allelix
Biopharmaceuticals as at August 31, 1999 and 1998 and the
consolidated statements of loss and deficit and cash flows
for the years ended August 31, 1999 and 1998 and notes
thereto.
b. Pro Forma Financial Information
The following pro forma financial statements were previously filed with
the Securities and Exchange Commission by NPS in its Proxy Statement dated
November 17, 1999. This Proxy Statement was mailed to NPS stockholders in
connection with the NPS Special Meeting of Stockholders to consider certain
proposals related to the acquisition of Allelix. Accordingly, the following
audited financial statements are hereby incorporated by reference herein:
(i) the unaudited pro forma condensed consolidated balance sheet
as of September 30, 1999, the unaudited pro forma condensed
consolidated statements of operations for the year ended
December 31, 1998 and the nine months ended September 30,
1999 and notes thereto.
c. Exhibits
2.1* Arrangement Agreement, dated September 27, 1999, among NPS
Pharmaceuticals, Inc. and Allelix Biopharmaceuticals Inc.,
including the following attachments:
- Schedule A, Plan of Arrangement, and Appendix I to the Plan
of Arrangement (Provisions Attaching to the Exchangeable
Shares of NPS Allelix Inc.);
- Schedule B, Support Agreement; and
- Schedule C, Voting and Exchange Trust Agreement
3.1* Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of NPS Pharmaceuticals
99.1 Press release, dated December 23, 1999, issued by NPS
Pharmaceuticals, Inc.
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* Previously filed as an exhibit to NPS's Current Report on Form 8-K filed on
October 1, 1999 and incorporated herein by reference.
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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.
NPS PHARMACEUTICALS, INC.
Date: January 7, 2000 /s/ James U. Jensen
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James U. Jensen, Vice President
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1* Arrangement Agreement, dated September 27, 1999, among NPS
Pharmaceuticals, Inc. and Allelix Biopharmaceuticals Inc.,
including the following attachments:
- Schedule A, Plan of Arrangement, and Appendix I to the
Plan of Arrangement (Provisions Attaching to the
Exchangeable Shares of NPS Allelix Inc.);
- Schedule B, Support Agreement; and
- Schedule C, Voting and Exchange Trust Agreement
3.1* Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of NPS Pharmaceuticals
99.1 Press release, dated December 23, 1999, issued by NPS
Pharmaceuticals, Inc.
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* Previously Filed as an exhibit to NPS's Current Report on
Form 8-K filed on October 1, 1999 and incorporated herein by
reference.
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EXHIBIT 99.1
NPS PHARMACEUTICALS ANNOUNCES CLOSING OF MERGER WITH ALLELIX
SALT LAKE CITY, and TORONTO, Dec. 23 /PRNewswire/ -- NPS Pharmaceuticals,
Inc. (Nasdaq: NPSP) and Allelix Biopharmaceuticals Inc. (Toronto: AXB) announced
today that the merger between the two companies has now closed. At special
shareholders meetings in Salt Lake City and Toronto on December 15, 1999, the
shareholders of both companies approved the merger and the Canadian court gave
final approval on December 17, 1999. The Company is now operating as NPS
Pharmaceuticals in the U.S. and as NPS Allelix in Canada. In the U.S., the
trading symbol on Nasdaq will remain "NPSP," while in Canada, NPS Allelix will
trade on the Toronto Stock Exchange under the symbol "NX."
The merger calls for NPS Pharmaceuticals to issue approximately 6.5 million
shares of common stock to Allelix common shareholders at an exchange ratio of
0.3238 shares of NPS common stock for each outstanding share of Allelix stock.
In addition to the 6.5 million shares, approximately 1 million shares of NPS
common stock were reserved for issuance to the holders of Allelix options,
warrants, and preferred stock at the same exchange ratio. Under the arrangement,
Allelix shareholders that are not residents of Canada have received NPS common
shares. Allelix shareholders that are residents of Canada received either NPS
common shares or shares of NPS Allelix that are exchangeable one for one into
NPS common shares.
Additional information regarding the merger of NPS and Allelix and the
programs of the new company can be obtained in the U.S. by contacting David
Clark, Vice President, Corporate Communications and Development at NPS
Pharmaceuticals, at (801) 583-4939, and in Canada by contacting Paul Van Damme,
Vice President, Finance, NPS Allelix, at (905) 677-0831. The NPS web page
(http://www.npsp.com) also contains additional information regarding the merger
and a link to the Allelix web page.
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. For a more complete
discussion of risks and uncertainties, please refer to cautionary statements
made in NPS documents filed with the SEC, in particular the Company's proxy
statement delivered to stockholders in connection with the merger and its annual
report on Form 10-K.
