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): January 27, 1999
NAPRO BIOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-243201 84-1187753
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of 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
On December 4, 1998, the Company entered into letter agreements with each
of the holders of certain Warrants to purchase common stock of the Company (the
"Warrants") and warrants to purchase Warrants (the "Other Warrants"), modifying
the terms of the Warrants and the Other Warrants. The Warrants and the Other
Warrants were issued to the underwriters of the Company's initial public
offering in 1994. Pursuant to these letter agreements, the number of shares of
Common Stock underlying the Warrants and Other Warrants was reduced by 50%, the
exercise price of the Warrants was reduced from $7.50 to $1.90 and the exercise
price of the Other Warrants was reduced from $.30 to $.15. As a result of these
changes, the number of shares of Common Stock underlying the Warrants and the
Other Warrants was reduced from 331,008 to 165,504.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Exhibit Description
4.1 Form of Letter Agreements, dated as of December 3,
1998, by and between the Registrant and each holder
of Warrants and Other Warrants.
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 27, 1999
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[letterhead of NaPro Biotherapeutics, Inc.]
6304 Spine Road, Unit A
Boulder, Colorado 80301
Tel: (303) 530-3891
Fax: (303) 530-1296
98 DEC 3
VIA FACSIMILIE
________________
________________
________________
________________
Dear __________,
As you are aware, in March 1998 NaPro made an offer to the holders of
certain warrants (the "Warrants") to purchase NaPro Common Stock and warrants
(the "Other Warrants") to purchase Warrants. The Warrants and the Other Warrants
had been issued by NaPro to Whale Securities in conjunction with NaPro's initial
public offering. The offer, in effect, would have reduced the $7.50 exercise
price of the Warrants to $1.90 in exchange for a 50% reduction in the number of
shares that could be purchased upon exercise. No holders of Warrants or Other
Warrants accepted the offer in March.
In response to your request, NaPro has decided to re-extend to holders of
Warrants and Other Warrants the offer originally made in March on following
terms.
Any holder of Warrants or Other Warrants accepting the offer thereby agrees
to the amendment of the Warrants to reduce the exercise price of the
Warrants to $1.90 per share and to a 50% reduction in the number of shares
that may be purchased upon exercise. The number of shares underlying the
Other Warrants would also be reduced by 50% and the aggregate exercise
price of the Other Warrants would be reduced by half. Other principal terms
of the Warrants and the Other Warrants, such as expiration date and the
like, would remain unchanged.
According to Company records, of the 180,000 Warrants and 180,000 Other
Warrants originally issued 159,504 Warrants and 171,504 Other Warrants
remain outstanding. Full participation in the offer would, therefore,
result in a reduction in the number of shares of NaPro Common Stock
issuable upon exercise of all outstanding Warrants and Other Warrants from
331,008 to 165,504 at an exercise price of $1.90 per share, plus $0.075 per
share relating to the Other Warrants.
<PAGE>
As the foregoing revisions to the Warrants and Other Warrants would likely
require an amendment or supplement to the registration statement filed by
NaPro relating to the Warrants and the Other Warrants, exercise of the
Warrants and Other Warrants and resale of underlying shares would be
prohibited until the registration statement had been appropriately amended
or supplemented, which NaPro would use its best efforts to effect by the
end of March 1999.
In considering this re-extended offer, please note that NaPro has
publicly disclosed that it is in discussions with pharmaceutical companies for
the establishment of a strategic relationship for the development and marketing
of NaPro paclitaxel. While there can be no assurance of NaPro's success in
establishing any such strategic relationship, its entering into such a
relationship or into another business combination could have the effect of
significantly increasing the trading price of NaPro's Common Stock. If that
price were to increase sufficiently, it would not be in the interest of the
holders of the Warrants and the Other Warrants to accept the offer.
The foregoing offer expires at 5:00 pm (Boulder, Colorado time) on
Monday, December 5, 1998. Any holder of Warrants or Other Warrants who desires
to accept the offer must advise NaPro in a writing of that acceptance by
countersigning this offer letter, which writing must be actually received by
NaPro on or before expiration. Facsimile acceptances are acceptable, so long as
the original signed acceptance is received by Napro promptly thereafter.
Very truly yours,
/s/ Gordon Link
Gordon Link
Vice President, Finance
Accepted and Agreed
/s/
