SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 20, 1998
NAPRO BIOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-243201 84-1187753
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
6304 Spine Road, Unit A
Boulder, Colorado 80301
(Address of Principal Executive Offices)(Zip code)
Registrant's telephone number, including area code: (303) 530-3891
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Item 5. Other Events
As previously reported, on January 28, 1998, the Company entered into
definitive agreements relating to modification of certain terms of its 5% Senior
Convertible Notes due June 4, 2000 (the "Notes") and Series C Senior Convertible
Preferred Stock (the "Preferred Stock"). On March 20 and March 31, 1998 the
Company entered into letter agreements with the holders of the Notes and the
holder of the Preferred Stock, respectively, further modifying such terms.
The March 20 and 31, 1998 letter agreements have been filed as exhibits to
this Report and are incorporated herein by this reference. The description of
provisions of the letter agreements in this Report does not purport to be
complete and is qualified in its entirety by reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit No. Exhibit Description
4.1 Letter Agreement, dated as of March 20, 1998,
by and among the Registrant and the noteholders
named therein.
4.2 Letter Agreement, dated as of March 31, 1998,
by and between the Registrant and Advantage Fund II,
Ltd.
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.
NAPRO BIOTHERAPEUTICS, INC.
By: \s\ Gordon H. Link, Jr.
Gordon H. Link, Jr.
Chief Financial Officer
Date: April 8, 1998
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March 20, 1998
NaPro BioTherapeutics, Inc.
6304 Spine Road
Unit A
Boulder, Colorado 80301
Attn: Vice President and Chief Financial Officer
Gentlemen:
Reference is made to (i) the Note Purchase Agreements (the "Purchase
Agreements") dated as of May 30, 1997 among NaPro BioTherapeutics, Inc., a
Delaware corporation (the "Company"), and the various Buyers parties thereto, as
amended to date, (ii) the Engagement Letter dated May 12, 1997 (the "Engagement
Letter") between the Company and Diaz & Altschul Capital, LLC ("Diaz &
Altschul"); (iii) each of the Senior Convertible Notes of the Company, as
amended to date (each, a "Note"); (iv) warrants to purchase an aggregate of
323,700 shares of common stock of the Company, issued to the Buyers and certain
of which are held by Diaz & Altschul Group, LLC (the "Warrants") and (v) the
Amendment Agreement dated January 28, 1998 by and among the Company and the
holders named therein (the "Amendment Agreement"). Capitalized terms used herein
and not defined shall have the meanings assigned to them in the Purchase
Agreements and the Notes, as amended by the Amendment Agreement.
The Holders agree severally with the Company as follows:
1. The definition of "Purchase Price" in the Warrants is hereby amended by
deleting "$2.50" and replacing it with "$1.50."
2. For a period of 130 days following the date hereof, the definition of
"1998 Redemption Price" in the Notes is hereby amended by deleting "130%" and
replacing it with "110%."
3. The Company hereby represents that it is currently in the process of
seeking financing alternatives, the proceeds of which may be used, in the
discretion of the Company, to redeem the Notes in accordance with their terms
(as amended hereby).
If the foregoing correctly sets forth our agreement, please so indicate
by signing the appropriate line below, whereupon this letter shall constitute a
binding agreement between the Company and each Holder.
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NaPro BioTherapeutics, Inc.
March 20, 1998
Page 2
NAPRO BIOTHERAPEUTICS, INC.
By: \s\ Gordon H. Link, Jr.
Gordon H. Link, Jr.
Chief Financial Officer
Agreed and accepted:
DELTA OPPORTUNITY FUND, LTD.
By: /s/
Name:
Title:
NELSON PARTNERS
By: /s/
Name:
Title:
OLYMPUS SECURITIES, LTD.
By: /s/
Name:
Title:
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NaPro BioTherapeutics, Inc.
March 20, 1998
Page 3
OTATO LIMITED PARTNERSHIP
By: /s/
Name:
Title:
DIAZ & ALTSCHUL GROUP, LLC
By: /s/
Name:
Title:
OMICRON PARTNERS, L.P.
By: /s/
Name:
Title:
March 31, 1998
NaPro BioTherapeutics, Inc.
Unit A
6304 Spine Road
Boulder, Colorado 80301
Attn: Vice President and Chief Financial Officer
Gentlemen:
Reference is made to (i) the Subscription Agreement (the "Subscription
Agreement") dated as of December 8, 1997 by and between NaPro BioTherapeutics,
Inc., a Delaware corporation (the "Company" or the "Corporation"), and Advantage
Fund II, Ltd. (the "Holder"); (ii) the Certificate of Designations of Series C
Senior Convertible Preferred Stock (the "Certificate"); (iii) warrants to
purchase 175,000 shares of common stock of the Company, issued to the Holder
(the "Warrants"); and (iv) the Amendment Agreement dated January 28, 1998 by and
between the Company and the Holder (the "Amendment Agreement"). Capitalized
terms used herein and not defined shall have the meanings assigned to them in
the Subscription Agreement, the Certificate and the Amendment Agreement.
The Holder and the Company agree as follows:
1. For purposes of paragraph (c) of the Amendment Agreement, a new sentence
is deemed to be added before the final sentence of Section 10(c) of the
Certificate to read as follows:
"Notwithstanding clause (B) (but subject to clause (A)) of the
preceding sentence, the holder of Series C Preferred shall have the
right at any time on or prior to December 31, 1998 to convert such
additional shares of Series C Preferred as will result in the issuance
of an additional 250,000 shares of Common Stock."
2. For a period of 120 days following the date hereof, the definition of
"1998 Redemption Price" in the Amendment Agreement is hereby amended by deleting
"130%" and replacing it with "110%."
3. The Company hereby represents that it is currently in the process of
seeking financing alternatives, the proceeds of which may be used, in the
discretion of the Company, to redeem the shares of Convertible Preferred Stock,
Series C in accordance with their terms and the terms of the Amendment Agreement
(as amended hereby).
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NaPro BioTherapeutics, Inc.
March 31, 1998
Page 2
If the foregoing correctly sets forth our agreement, please so indicate
by signing the appropriate line below, whereupon this letter shall constitute a
binding agreement between the Company and the Holder.
NAPRO BIOTHERAPEUTICS, INC.
By: \s\ Gordon H. Link, Jr.
Gordon H. Link, Jr.
Chief Financial Officer
<PAGE>
NaPro BioTherapeutics, Inc.
March 31, 1998
Page 3
Agreed and accepted:
ADVANTAGE FUND II, LTD.
By: /s/
Name:
Title:
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