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): January 6, 1998
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-243201 84-1187753
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
6304 Spine Road, Unit A, Boulder, Colorado 80301
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(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
On January 8, 1997, the Company issued the press releases relating to
(i) modification of its agreements with the holder of its 5% Senior Convertible
Notes due June 4, 2000 and Series C Convertible Preferred Stock and (ii) the
issuance to the Company of a patent with respect to the administration of
Paclitaxel.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit No. Exhibit Description
4.1 Agreement in Principle, dated as of January 6, 1998,
by and among the Registrant and the noteholders
named therein.
4.2 Agreement in Principle, dated as of January 6, 1998,
by and between the Registrant and Omicron Partners,
L.P.
4.3 Agreement in Principle, dated as of January 6, 1998,
by and between the Registrant and Advantage Fund II,
Ltd.
99.1 Press Release dated January 8, 1998 regarding
Restructuring
99.2 Press Release dated January 8, 1998 regarding patent
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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.
NAPRO BIOTHERAPEUTICS, INC.
By:\s\ Gordon H. Link, Jr.
Gordon H. Link, Jr.
Chief Financial Officer
Date: January 9, 1998
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Exhibit 4.1
AGREEMENT IN PRINCIPLE
THIS AGREEMENT IN PRINCIPLE, dated as of January 6, 1998 (this
"Agreement"), by and between NAPRO BIOTHERAPEUTICS, INC., a Delaware corporation
(the "Company"), and each of the undersigned holders (each, a "Holder" and
collectively, the "Holders") of the Company's Senior Convertible Notes due June
4, 2000 (each, a "Note" and collectively, the "Notes").
1. The Company and each Holder agree in principle to a
modification of the terms of such Holder's Note as described on Exhibit A
attached hereto.
2. This Agreement is subject to preparation, negotiation,
execution and delivery on or before January 19, 1998 of definitive documentation
setting forth the modifications described on Exhibit A attached hereto on terms
mutually satisfactory to the Company and each Holder and approval of the terms
of such documents by the Boards of Directors or similar persons of the Company
and each Holder.
3. In connection with this Agreement, the Company and each
Holder have executed a Mandatory Redemption Waiver, dated as of the date hereof,
in the form attached hereto as Exhibit B.
4. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts to be
made and performed entirely in the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their officers or other representatives as of
the date first set forth above.
NAPRO BIOTHERAPEUTICS, INC.
By: \s\ Gordon H. Link, Jr.
Name:Gordon H. Link, Jr.
Title: Chief Financial Officer
DELTA OPPORTUNITY FUND, LTD.
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By:/s/
Name:
Title:
NELSON PARTNERS
By:/s/
Name:
Title:
OLYMPUS SECURITIES, LTD.
By:/s/
Name:
Title:
OTATO LIMITED PARTNERSHIP
By:/s/
Name:
Title:
DIAZ & ALTSCHUL GROUP, LLC
By:/s/
Name:
Title:
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Exhibit 4.2
AGREEMENT IN PRINCIPLE
THIS AGREEMENT IN PRINCIPLE, dated as of January 6, 1998 (this
"Agreement"), by and between NAPRO BIOTHERAPEUTICS, INC., a Delaware corporation
(the "Company"), and the undersigned holder (the "Holder") of one of the
Company's Senior Convertible Notes due June 4, 2000 (the "Note").
1. With regard to the Inconvertibility Notices given by the
Holder on or prior to the date of this Agreement, the Company shall satisfy all
obligations to redeem a portion of the Note arising from the inconvertibility of
the Note specified in such Inconvertibility Notices by payment of $150,000 (plus
accrued and unpaid interest to the date of payment) to the Holder in immediately
available funds on or before January 8, 1998. The parties agree that upon such
payment, the principal amount outstanding of the Note shall be $1,258,257.49. No
reduction of the Maximum Share Amount shall be made in connection with such
payment.
2. The Company shall prepay an aggregate of $250,000 principal
amount of the Note in equal monthly installments of $62,500 (plus accrued and
unpaid interest thereon to the date of repayment) on the first day of each
calendar month, commencing February 1, 1998. No reduction of the Maximum Share
Amount shall be made in connection with any such repayment. Notwithstanding the
foregoing provisions of this Section 2, if for any period of five consecutive
Trading Days on or after the date of this Agreement the arithmetic average of
the Market Price of the Common Stock is at least $3.75 per share, then the
Company shall have no further obligation to make payments to the Holder pursuant
to this Section 2 (other than payments which became due prior to the date such
average Market Price occurred).
3. The Company and the Holder agree in principle to a
modification of the $1,008,257.49 principal amount of such Holder's Note
remaining (after the amounts referred to in Sections 1 and 2) as described on
Exhibit A attached hereto. At such time as the Company is no longer obligated to
repay the portion of the Note provided in Section 2, such remaining portion
shall also be subject to the modifications described on Exhibit A attached
hereto.
4. This Agreement is subject to preparation, negotiation,
execution and delivery on or before January 19, 1998 of definitive documentation
setting forth the modifications described on Exhibit A attached hereto on terms
mutually satisfactory to the Company and each Holder and approval of the terms
of such documents by the Boards of Directors or similar persons of the Company
and each Holder.
5. In connection with this Agreement, the Company and the
Holder have executed a Mandatory Redemption Waiver, dated as of the date hereof,
in the form attached hereto as Exhibit B.
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6. Capitalized terms used in this Agreement and not otherwise defined herein
shall have the respective meanings provided in the Note.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts to be
made and performed entirely in the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their officers or other representatives as of
the date first set forth above.
NAPRO BIOTHERAPEUTICS, INC.
By: \s\ Gordon H. Link, Jr.
Name:Gordon H. Link, Jr.
Title: Chief Financial Officer
OMICRON PARTNERS, L.P.
By:/s/
Name:
Title:
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Exhibit 4.3
AGREEMENT IN PRINCIPLE
THIS AGREEMENT IN PRINCIPLE, dated as of January 6, 1998 (this
"Agreement"), by and between NAPRO BIOTHERAPEUTICS, INC., a Delaware corporation
(the "Company"), and ADVANTAGE FUND II, LTD., a British Virgin Islands
corporation (the "Holder").
1. The Company and the Holder agree in principle to a
modification of the terms of the Company's Series C Senior Convertible Preferred
Stock as described on Exhibit A attached hereto.
2. This Agreement is subject to preparation, negotiation,
execution and delivery on or before January 19, 1998 of definitive documentation
setting forth the modifications described on Exhibit A attached hereto on terms
mutually satisfactory to the Company and the Holder and approval of the terms of
such documents by the Boards of Directors or similar persons of the Company and
the Holder.
3. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts to be
made and performed entirely in the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their officers or other representatives as of
the date first set forth above.
NAPRO BIOTHERAPEUTICS, INC.
By: \s\ Gordon H. Link, Jr.
Name:Gordon H. Link, Jr.
Title: Chief Financial Officer
ADVANTAGE FUND II, LTD.
By:/s/
Name:
Title:
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Exhibit 99.1
NaPro Restructures Outstanding Convertible Securities
BOULDER, Colo.--(BW HealthWire)--Jan. 8, 1998--NaPro BioTherapeutics, Inc.
(Nasdaq: NPRO) announced today that the Company has reached agreements in
principle with the holders of its 5% Senior Convertible Notes (the "Notes")
and its Series C Convertible Preferred Stock (the "Preferred Stock") which
were designed to, over the period through December 31, 1998: (I) fix the
maximum number of shares which could issued under the combined instruments at
approximately 5.6 million shares, (II) limit the number of shares which could
be converted in the event the stock price is below $4.00 per share to no more
than 450,000 shares per month and (III) suspend the ability of the investors
to force the Company to redeem any portion of their Notes or Preferred Stock
for cash. In the event there is an unconverted amount on January 1, 1999, such
amount will be convertible under the original terms of the agreements. If
prior to December 31, 1998, the maximum conversion shares are issued at an
average conversion price of about $2.70 per share, there will be no
convertible securities outstanding at year end.
Under the original terms of the notes, in late December 1997, in connection
with a substantial decline in the Company's stock price, a portion of the
principal amount of the Notes became inconvertible. Absent a waiver or
modification of its arrangements with the holders of the Notes, the Company
would have been required to have redeemed for cash the inconvertible portion
of such Notes. The Preferred Stock contains similar limitations with respect
to its conversion.
The agreements in principle are subject to negotiation of mutually acceptable
documentation which the Company expects to be completed by January 19, 1998.
NaPro BioTherapeutics, Inc. headquartered in Boulder, Colorado, with
additional manufacturing and plantation operations in British Columbia,
Canada, is a biopharmaceutical company focused on the development, production
and licensing of complex natural-product pharmaceuticals.
Except for the historical matters contained herein, statements in this press
release are forward looking and are made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. Investors are
cautioned that forward looking statements involve risks and uncertainties
which may affect NaPro's business and prospects, including the risk that IVAX
may not obtain regulatory approval or successfully commercialize Paxene
(IVAX's formulation of NaPro paclitaxel) and certain economic, competative,
governmental, technological and other factors discussed in NaPro's filings
with the Securities and Exchange Commission including the Form 8K to be filed
in conjunction with this transaction.
Contact: Gordon Link
NaPro BioTherapeutics, Inc.
VP and Chief Financial Officer
tel: (303) 530-3891
Or
Ruth Markowitz (investors)
Lisa Burns (media)
Burns McClellan, Inc.
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Tel: (212) 213-0006
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Exhibit 99.2
NAPRO RECEIVES PACLITAXEL ADMINISTRATION PATENT
BOULDER, CO. -- January 8, 1998 -- NaPro BioTherapeutics, Inc. (Nasdaq: NPRO)
announced today that it has received a United States Patent relating to a
novel method of administering paclitaxel. This patented method involves
administering smaller, more frequent doses of the drug over a shorter infusion
time compared to the administration schedule currently approved by the FDA for
Bristol-Myers Squibb's paclitaxel product.
Commenting on potential implications of the patent, Dr. Sterling K. Ainsworth,
NaPro's President and Chief Executive Officer, said: "The data upon which the
patent application was based was derived from in- vitro and animal studies,
and treatment of human cancer patients using the patented method. No
controlled clinical trials, however, have been performed using this method of
administration. This novel administration method was designed based upon our
understanding of the way in which paclitaxel works to inhibit cancer cell
division."
The patent has been assigned number 5,696,153 and is entitled "Therapeutic
Regimen for Treating Patients."
Napro paclitaxel is currently being sold commercially in nine countries
outside of the United States through IVAX in South America and through F.H.
Faulding Co. LTD in Australia, the middle East and Southeast Asia. NaPro
BioTherapeutics, Inc. headquartered in Boulder, Colorado, with additional
manufacturing and plantation operations in British Columbia, Canada, is a
biopharmaceutical company focused on the development, production and licensing
of complex natural-product pharmaceuticals.
Except for the historical matters contained herein, statements in this press
release are forward looking and are made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. Investors are
cautioned that forward looking statements involve risks and uncertainties
which may affect NaPro's business and prospects, including the risk that IVAX
may not obtain regulatory approval or successfully commercialize Paxene
(IVAX's formulation of NaPro paclitaxel) and certain economic, competative,
governmental, technological and other factors discussed in NaPro's filings
with the Securities and Exchange Commission.
Contact: Gordon Link
NaPro BioTherapeutics, Inc.
VP and Chief Financial Officer
tel: (303) 530-3891
Or
Ruth Markowitz (investors)
Lisa Burns (media)
Burns McClellan, Inc.
Tel: (212) 213-0006
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