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 7, 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
<PAGE>
Item 5. Other Events
As previously reported, on January 28, March 20 and March 31, 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 January
7, 1999 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 January 7, 1999 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 exhibis.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit No. Exhibit Description
4.1 Letter Agreement, dated as of January 7, 1999, by
and among the Registrant and the noteholders named
therein.
4.2 Letter Agreement, dated as of January 7, 1999,
by and between the Registrant and Advantage Fund II,
Ltd.
99.1 Press Release
<PAGE>
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 14, 1999
<PAGE>
January 7, 1999
To the Holders of the Senior Convertible Notes of NaPro BioTherapeutics, Inc.
Gentlemen:
Reference is made to (i) the Note Purchase Agreements (as amended by
the January Amendment and the March Amendment (each as defined herein), 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
between the Company and Diaz & Altschul Capital, LLC (the "Engagement
Agreement"); (iii) each of the Senior Convertible Notes of the Company, as
amended to date by the January Amendment and the March Amendment (each, a
"Note"); (iv) the Amendment Agreement dated January 28, 1998 by and among the
Company and the holders named therein (the "January Amendment"); and (v) the
Letter Agreement dated March 20, 1998 by and among the Company and such holders
(the "March Amendment"). Capitalized terms used in this letter agreement (this
"Agreement") and not defined shall have the meanings assigned to them in the
Purchase Agreements and the Notes.
The holders of the Notes who are parties hereto (the "Holders") agree
severally with the Company as follows:
A. The Holders of Convertible Promissory Note Nos. 1, 5 and 6,
registered in the names of Delta Opportunity Fund, Ltd., OTATO Limited
Partnership and Diaz & Altschul Group, LLC, respectively, hereby agree that such
Notes shall be amended as follows:
1. The first two sentences of Section 1.2(a) of each such Note
are hereby amended and restated to read as follows:
(a) The following provisions shall apply to
redemptions pursuant to Optional Redemption Notices given
during the Initial Redemption Notice Period. The Company shall
have the right by an Optional Redemption Notice given during
the Initial Redemption Notice Period to redeem all, or from
time to time any part (as specified in the applicable Optional
Redemption Notice), of this Note pursuant to this Section
1.2(a) up to the Initial Redemption Amount (or such lesser
amount of this Note as shall be outstanding at such time) at
the Optional Redemption Price so long as (x) no Event of
Default or Repurchase Event has occurred and is continuing,
(y) the Company is in compliance in all material respects with
its obligations to the Holder (including, without limitation,
its obligations under the Note Purchase Agreement) and (z) the
Company has funds available to pay the Optional Redemption
Price when it gives the Optional Redemption Notice. Any such
redemption pursuant to this Section 1.2(a) shall otherwise be
made in accordance with paragraphs (b) and (c) of this Section
1.2, except that the Optional Redemption Notice for a
redemption pursuant to this Section 1.2(a)
4.1-1
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 2
may only be given on a date during the Initial Redemption
Notice Period. In order to exercise its right of redemption
under this Section 1.2, the Company shall give an Optional
Redemption Notice to the Holder stating that: (1) the Company
is exercising its right to redeem a specified portion of this
Note in accordance with this Section 1.2, (2) the principal
amount of this Note to be redeemed, (3) the Optional
Redemption Price and (4) the Optional Redemption Date.
2. The second sentence of Section 1.2(b) of each such Note is
hereby amended and restated to read as follows:
If the Company gives an Optional Redemption Notice pursuant to
this Section 1.2, the Holder shall not be entitled to convert
any portion of this Note for which a Conversion Notice has not
been given prior to the date the Company gives such Optional
Redemption Notice; provided, however, that if the Company
defaults in payment of the Optional Redemption Price, the
Holder shall thereafter be entitled to convert all or any
portion of this Note from time to time.
3. Section 1.2(c) of each such Note is hereby amended by
adding the following at the end thereof:
Notwithstanding the foregoing, the Company shall be permitted
to make the following redemptions or repurchases without
making a pro rata redemption of this Note or repurchase offer
to the Holder (except as otherwise specifically provided in
clauses (x) through (z) below):
(w) the Company may at any time on or prior
to March 31, 1999 redeem Convertible Promissory Note
No. 4 at a redemption price equal to the redemption
price for such Note in effect for such Note on
January 1, 1999;
(x) the Company may at any time on or prior
to March 31, 1999 repurchase Convertible Promissory
Note No. 4 at a repurchase price not in excess of an
amount equal to 125% of the sum of (i) the
outstanding principal amount thereof, plus (ii)
accrued interest thereon to the date of payment;
(y) the Company may at any time on or prior
to June 30, 1999 redeem the Other Notes that are
numbered 2 and 3 at a
4.1-2
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 3
redemption price equal to the redemption price in
effect (after giving effect to the 1999 Amendment
Agreement but no amendment of such Other Notes
subsequent to the 1999 Amendment Agreement) for a
redemption thereof pursuant to Section 1.2(a) thereof
on a basis that is not pro rata with a redemption of
this Note if (1) on or prior to the date on which the
Company proposes to redeem such Other Notes the
Company has redeemed or called for redemption the
entire Initial Redemption Amount or the entire Middle
Redemption Amount, as applicable at such time and (2)
the Company offers to purchase from the Holder an
amount of this Note such that, if such offer were
accepted in full by the Holder, this Note will be
redeemed or repurchased pro rata with such Other
Notes (based on the outstanding principal amounts of
this Note and such Other Notes and treating the
principal amount of this Note that is being redeemed
in connection with such redemption of such Other
Notes as part of such pro rata redemption and
repurchase of this Note) at a repurchase price
payable in cash that is equal to the Optional
Redemption Price that would be applicable if the
portion of this Note that the Company so offers to
repurchase were redeemable by the Company on the date
of such repurchase; and
(z) the Company may at any time after June
30, 1999 redeem the Other Notes that are numbered 2
and 3 at a redemption price equal to the redemption
price in effect (after giving effect to the 1999
Amendment Agreement but no amendment of such Other
Notes subsequent to the 1999 Amendment Agreement) for
a redemption thereof pursuant to Section 1.2(a)
thereof so long as the Company offers to purchase
from the Holder an amount of this Note that is pro
rata (based on the outstanding principal amounts of
this Note and the Other Notes) with the portion of
such Other Notes to be so redeemed at a repurchase
price payable in cash that is equal to the Optional
Redemption Price that would be applicable if the
portion of this Note that the Company so offers to
repurchase were redeemable by the Company on the date
of such repurchase.
4. Section 1.2 of each such Note is hereby amended by adding
an additional paragraph (d) to read as follows:
(d) The following provisions shall apply to
redemptions pursuant to Optional Redemption Notices given
during the Middle Redemption Notice
4.1-3
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 4
Period. The Company shall have the right by an Optional
Redemption Notice given during the Middle Redemption Notice
Period to redeem all, or from time to time any part (as
specified in the applicable Optional Redemption Notice), of
this Note pursuant to this Section 1.2(d) up to the Middle
Redemption Amount (or such lesser amount of this Note as shall
be outstanding at such time) at the Optional Redemption Price,
so long as (x) no Event of Default or Repurchase Event has
occurred and is continuing, (y) the Company is in compliance
in all material respects with its obligations to the Holder
(including, without limitation, its obligations under the Note
Purchase Agreement) and (z) the Company has funds available to
pay the Optional Redemption Price when it gives the Optional
Redemption Notice. Any such redemption pursuant to this
Section 1.2(d) shall otherwise be made in accordance with
paragraphs (a), (b) and (c) of this Section 1.2, except that
the Optional Redemption Notice for a redemption pursuant to
this Section 1.2(d) may only be given on a date during the
Middle Redemption Notice Period.
5. Section 1.2 of each such Note is hereby amended by adding
an additional paragraph (e) to read as follows:
(e) The following provisions shall apply to
redemptions pursuant to Optional Redemption Notices given
during the Final Redemption Notice Period. The Company shall
have the right by an Optional Redemption Notice given during
the Final Redemption Notice Period on one occasion only to
redeem all or any part (as specified in the applicable
Optional Redemption Notice) of this Note pursuant to this
Section 1.2(e) up to the Final Redemption Amount (or such
lesser amount of this Note as shall be outstanding at such
time) at the Optional Redemption Price, so long as (x) no
Event of Default or Repurchase Event has occurred and is
continuing, (y) the Company is in compliance in all material
respects with its obligations to the Holder (including,
without limitation, its obligations under the Note Purchase
Agreement) and (z) the Company has funds available to pay the
Optional Redemption Price when it gives the Optional
Redemption Notice. Any such redemption pursuant to this
Section 1.2(e) shall otherwise be made in accordance with
paragraphs (a), (b) and (c) of this Section 1.2, except that
the Optional Redemption Notice for a redemption pursuant to
this Section 1.2(e) may only be given on a date during the
Final Redemption Notice Period.
6. Section 2.6 of each such Note is hereby amended and
restated to read as follows:
4.1-4
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 5
(a) Subject to Sections 1.2(b) and 2.6(c), during the
period beginning on January 1, 1999 and ending on March 31,
1999, the Holder shall not be entitled to convert any portion
of this Note at a Conversion Price that is less than $4.00 if
such conversion would result in the aggregate number of shares
of Common Stock issued hereunder (whether through conversion
or in payment of interest or otherwise) at a Conversion Price
(or Computed Price, in the case of Payment Shares) of less
than $4.00 during the calendar month of the proposed
conversion for which the determination under this paragraph
(a) is being made exceeding the Monthly Allotment; provided,
however, that notwithstanding the foregoing or any
inconsistent provisions of Section 2.1, NP Partners (f/k/a
Nelson Partners) and Olympus Securities Ltd. (but not any
transferee of their interests in the Notes), taken together,
and Delta Opportunity Fund, Ltd. and OTATO L.P. (but not any
transferee of their interests in the Notes), taken together,
shall each have the right at any time to convert from and
after January 28, 1998, an aggregate principal amount of and
interest on the Notes equal to $236,250 at a Conversion Price
of $1.575, which right and conversions shall not be included
in determining compliance with the Monthly Allotment
restriction referred to above.
(b) "Monthly Allotment" shall mean, with respect to
this Note and the Other Notes, a number of shares of Common
Stock equal to the number set forth below opposite the number
of this Note and each Other Note:
Note No. Monthly Allotment
1 110,272
2 65,740
3 65,706
4 42,682
5 7,174
6 8,427
; provided, however, that from and after the date of
redemption or repurchase, if any, of Note No. 4, the amount of
the Monthly Allotment for all of this Note and the Other Notes
that remain outstanding after such redemption or repurchase
shall be increased by reallocating the Monthly Allotment
allocated to Note No. 4 pro rata based on the ratio of the
Monthly Allotment of each such instrument then outstanding to
the Monthly Allotment of all such instruments then
outstanding.
4.1-5
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 6
(c) The provisions contained in this Section 2.6
shall be of no further force and effect if (i) the Company is
acquired by any other person by means of any merger,
consolidation, sale of all or substantially all the assets of
the Company, share exchange or other business combination
(each, a "Transaction"), (ii) the company enters into any
Transaction where the shareholders of the Company immediately
prior to such Transaction do not collectively own at least 51%
of the outstanding voting securities of the surviving
corporation of such Transaction immediately following such
Transaction, (iii) the Company enters into any agreement for
any such Transaction, (iv) a Tender Offer is consummated for
at least 51% of the outstanding shares of Common Stock or (v)
the Company fails to comply in any material respect with its
obligations to the Holder, including, without limitation, the
Amendment Agreement, the 1999 Amendment Agreement, the Note
Purchase Agreement, the Warrants or this Note as amended by
the Amendment Agreement and the 1999 Amendment Agreement.
7. For redemptions of such Notes occurring on or after January
1, 1999, the definition of "Subsequent Redemption Price" in Section 7.1
of each such Note is hereby further amended by deleting "110%" in
clause (1)(B) thereof and replacing it with "140%."
8. Section 7.1 of each such Note is hereby amended by adding
the following definitions in the appropriate alphabetical order:
"Final Redemption Amount" shall mean with respect to
this Note an amount equal to the principal amount set forth
below opposite the number of this Note less the aggregate
principal amount of this Note that has been redeemed on any
Middle Redemption Date (together with accrued and unpaid
interest and accrued and unpaid Default Interest, if any, on
the portion of this Note included in the Final Redemption
Amount to the date of determination):
Note No. Principal Amount
1 $411,435
5 $ 27,208
6 $ 31,355
4.1-6
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 7
"Final Redemption Date" means the date that is five
Business Days after the date the Company gives an Optional
Redemption Notice to redeem any portion of this Note pursuant
to Section 1.2(e).
"Final Redemption Notice Period" means the period
that begins on August 1, 1999 and ends on August 7, 1999.
"Initial Redemption Amount" shall mean with respect
to this Note an amount equal to the principal amount set forth
below opposite the number of this Note less the sum of (x) the
aggregate principal amount of this Note that has been
converted by the Holder or for which the Holder gives a
Conversion Notice on or after January 1, 1999 and prior to the
date the Company gives the Optional Redemption Notice to
redeem a portion of this Note pursuant to Section 1.2(a) plus
(y) the aggregate principal amount of this Note that has been
redeemed or called for redemption on or after January 1, 1999
and prior to the date the Company gives the Optional
Redemption Notice to redeem a portion of this Note pursuant to
Section 1.2(a) (together with accrued and unpaid interest and
accrued and unpaid Default Interest, if any, on the portion of
this Note included in the Initial Redemption Amount to the
date of determination):
Note No. Principal Amount
1 $1,645,739
5 $ 108,830
6 $ 125,419
"Initial Redemption Date" means the date that is five
Business Days after the date the Company gives an Optional
Redemption Notice to redeem any portion of this Note pursuant
to Section 1.2(a).
"Initial Redemption Notice Period" means the period
that begins on January 1, 1999 and ends on March 31, 1999.
"Middle Redemption Amount" shall mean with respect to
this Note an amount equal to the principal amount set forth
below opposite the number of this Note less the sum of (x) the
aggregate principal amount of this Note that has been
converted by the Holder or for which the Holder gives a
Conversion
4.1-7
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 8
Notice on or after January 1, 1999 and prior to March 31, 1999
plus (y) the aggregate principal amount of this Note that has
been redeemed or called for redemption on or after January 1,
1999 and prior to the date the Company gives the Optional
Redemption Notice to redeem a portion of this Note pursuant to
Section 1.2(d) (together with accrued and unpaid interest and
accrued and unpaid Default Interest, if any, on the portion of
this Note included in the Middle Redemption Amount to the date
of determination):
Note No. Principal Amount
1 $1,028,587
5 $ 68,019
6 $ 78,387
"Middle Redemption Date" means the date that is five
Business Days after the date the Corporation gives an Optional
Redemption Notice to redeem any portion of this Note pursuant
to Section 1.2(d).
"Middle Redemption Notice Period" means the period
that begins on April 1, 1999 and ends on June 30, 1999.
"1999 Amendment Agreement" shall mean the letter
agreement, dated January 7, 1999, between the Company and the
Holder of this Note and the holders of certain of the Other
Notes.
8. The definition of the term Subsequent Redemption Date in
each such Note is hereby amended and restated to read as follows:
"Subsequent Redemption Date" means each Final Redemption Date,
Initial Redemption Date and Middle Redemption Date.
B. The Holders of Convertible Promissory Note Nos. 2 and 3, registered
in the names of Nelson Partners and Olympus Securities, Ltd., respectively,
hereby agree that such Notes shall be amended as follows:
1. Section 1.2(c) of each such Note is hereby amended by
adding the following at the end thereof:
4.1-8
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 9
Notwithstanding the foregoing, the Company shall be permitted
to make the following redemptions or repurchases without
making a pro rata redemption of this Note or repurchase offer
to the Holder:
(x) the Company may at any time on or prior to March
31, 1999 redeem Convertible Promissory Note No. 4 at a
redemption price equal to the redemption price for such Note
calculated in the manner in effect for such Note on January 1,
1999;
(y) the Company may at any time on or prior to March
31, 1999 repurchase Convertible Promissory Note No. 4 at a
repurchase price not in excess of an amount equal to 125% of
the sum of (i) the outstanding principal amount thereof, plus
(ii) accrued interest thereon to the date of payment; and
(z) the Company may redeem Convertible Promissory
Notes 1, 5 and 6 pursuant to Section 1.2(a), 1.2(d) or 1.2(e)
thereof at redemption prices equal to the redemption prices in
effect thereunder after giving effect to the 1999 Amendment
Agreement so long as contemporaneously therewith the Company
calls for redemption a pro rata portion of this Note (based on
the outstanding principal amounts of this Note and such Other
Notes) at the applicable Optional Redemption Price.
Notwithstanding any inconsistent provision of this Note, the
Company shall not be entitled to call for redemption any
portion of this Note pursuant to Section 1.2 unless
contemporaneously therewith the Company calls for redemption
or offers to repurchase a pro rata portion (based on the
outstanding principal amount of this Note and the Other Notes)
of the Other Notes at the respective redemption prices or
repurchase prices applicable to the Other Notes.
2. Section 2.6 of each such Note is hereby amended and
restated to read as follows:
(a) Subject to Sections 1.2(b) and 2.6 (c), during
the period beginning on January 1, 1999 and ending on March
31, 1999, the Holder shall not be entitled to convert any
portion of this Note at a Conversion Price that is less than
$4.00 if such conversion would result in the aggregate number
of shares of Common Stock issued hereunder (whether through
conversion or in payment of interest or otherwise) at a
Conversion Price (or Computed Price, in the case of Payment
Shares) of less than $4.00 during the calendar
4.1-9
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 10
month of the proposed conversion for which the determination
under this paragraph (a) is being made exceeding the Monthly
Allotment; provided, however, that notwithstanding the
foregoing or any inconsistent provisions of Section 2.1, NP
Partners (f/k/a Nelson Partners) and Olympus Securities Ltd.
(but not any transferee of their interests in the Notes),
taken together, and Delta Opportunity Fund, Ltd. and OTATO
L.P. (but not any transferee of their interests in the Notes),
taken together, shall each have the right at any time to
convert from and after January 28, 1998, an aggregate
principal amount of and interest on the Notes equal to
$236,250 at a Conversion Price of $1.575, which right and
conversions shall not be included in determining compliance
with the Monthly Allotment restriction referred to above.
(b) "Monthly Allotment" shall mean, with respect to
this Note and the Other Notes, a number of shares of Common
Stock equal to the number set forth below opposite the number
of this Note and each Other Note:
Note No. Monthly Allotment
1 110,272
2 65,740
3 65,706
4 42,682
5 7,174
6 8,427;
provided, however, that from and after the date of
redemption or repurchase, if any, of Note No. 4, the amount of
the Monthly Allotment for all of this Note and the Other Notes
that remain outstanding after such redemption or repurchase
shall be increased by reallocating the Monthly Allotment
allocated to Note No. 4 pro rata based on the ratio of the
Monthly Allotment of each such instrument then outstanding to
the Monthly Allotment of all such instruments then
outstanding.
(c) The provisions contained in this Section 2.6
shall be of no further force and effect if (i) the Company is
acquired by any other person by means of any merger,
consolidation, sale of all or substantially all the assets of
the Company, share exchange or other business combination
(each, a "Transaction"), (ii) the company enters into any
Transaction where the shareholders of the Company immediately
prior to such Transaction do not collectively own at least 51%
of the outstanding voting securities of the
4.1-10
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 11
surviving corporation of such Transaction immediately
following such Transaction, (iii) the Company enters into any
agreement for any such Transaction, (iv) a Tender Offer is
consummated for at least 51% of the outstanding shares of
Common Stock or (v) the Company fails to comply in any
material respect with its obligations to the Holder,
including, without limitation, the Amendment Agreement, the
1999 Amendment Agreement, the Note Purchase Agreement, the
Warrants or this Note as amended by the Amendment Agreement
and the 1999 Amendment Agreement.
3. For redemptions of such Notes occurring on or after January
1, 1999, the definitions of "Subsequent Redemption Price" in Section
7.1 of each such Note is hereby further amended by deleting "110%" in
clause (1)(B) thereof and replacing it with "130%."
4. The proviso at the end of the definition of Conversion
Price in Section 7.1 of each such Note is amended and restated as
follows:
provided, however, that (i) on any date on or after March 1,
1998, but prior to June 1, 1998, the Conversion Price shall
not be greater than 110% of the arithmetic average of the
Market Price of the Common Stock for the period of thirty (30)
consecutive Trading Days ending one Trading Day prior to March
1, 1998 (the "March Cap"); (ii) on any date on or after June
1, 1998, but prior to April 1, 1999, the Conversion Price
shall not be greater than $1.92; and (iii) on any date on or
after April 1, 1999, the Conversion Price shall not be greater
than the lesser of (A) 110% of the arithmetic average of the
Market Price of the Common Stock for the period of thirty (30)
consecutive Trading Days ending one Trading Day prior to April
1, 1999 and (B) $1.92.
5. Section 7.1 of each such Note is hereby amended by adding
the following definition in the appropriate alphabetical order:
"1999 Amendment Agreement" shall mean the letter
agreement, dated January 7, 1999, between the Company and the
Holder of this Note and the holders of certain of the Other
Notes.
C. The Company represents and warrants to, and covenants and agrees
with, each Holder that:
4.1-11
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 12
1. This Agreement has been duly and validly authorized,
executed and delivered by the Company and, when duly executed and
delivered by the Holders will be the legal, valid and binding
obligation of the Company enforceable in accordance with its terms; and
the Notes, as amended by this Agreement, constitute the legal, valid
and binding obligations of the Company, enforceable against the Company
in accordance with their respective terms.
2. The execution and delivery of this Agreement by the
Company, the consummation by the Company of the transactions
contemplated by this Agreement and the performance by the Company of
its obligations under the Notes, as amended hereby, do not and will
not, with or without the giving of notice or the passage of time, or
both, (i) result in any violation of any term of the certificate or
incorporation or by-laws of the Company, (ii) conflict with or result
in a breach by the Company of any of the terms or provisions of, or
constitute a default under, or result in the modification of, or result
in the creation or imposition of any lien, security interest, charge or
encumbrance upon any of the properties or assets of the Company
pursuant to, any indenture, mortgage, deed of trust or other agreement
or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries, any of their
respective properties or assets are bound or affected which conflict,
breach, default, modification, lien, security interest, charge or
encumbrance would have a material adverse effect on the business,
properties, operations, condition (financial or other) or results of
operations of the Company and its subsidiaries, taken as a whole, or
the transactions contemplated by this Agreement or the authority or
ability of the Company to perform its obligations under this Agreement
or the Notes, as amended hereby, or (iii) violate or contravene any
applicable law, rule or regulation or any applicable decree, judgment
or order of any court, United States federal or state regulatory body,
administrative agency or other governmental body having jurisdiction
over the Company or any of its subsidiaries or any of their respective
properties or assets which violation or contravention would have a
material adverse effect on the business, properties, operations,
condition (financial or other) or results of operations of the Company
and its subsidiaries, taken as a whole, or the transactions
contemplated by this Agreement or the authority or ability of the
Company to perform its obligations under this Agreement or the Notes,
as amended hereby.
3. No authorization, approval or consent of, or filing with,
any court, governmental body, regulatory agency, self-regulatory
organization, or stock exchange or market of the stockholders of the
Company is required to be obtained or made by the Company in connection
with the execution, delivery and performance of
4.1-12
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 13
this Agreement or the performance by the Company of its obligations
under the Notes, as amended hereby.
4. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board or body presently
pending or, to the knowledge of the Company, threatened against or
affecting the Company or any of its subsidiaries wherein an unfavorable
decision, ruling or finding could have a material adverse effect on the
transactions contemplated by this Agreement or which could adversely
affect the validity or enforceablilty of, or the authority or ability
of the Company to perform its obligations under, this Agreement or the
Notes, as amended hereby.
5. The Common Stock is listed for trading on the Nasdaq
National Market ("Nasdaq") and (i) the Company and the Common Stock
meet the criteria for continued listing and trading on Nasdaq, (ii) the
Company has not been notified since January 1, 1995 by The Nasdaq Stock
Market, Inc. of any failure or potential failure to meet the criteria
for continued listing and trading on Nasdaq and (iii) no suspension of
trading in the Common Stock is in effect. The Company knows of no
reason why the shares of Common Stock issuable upon conversion of the
Notes will not be eligible for listing on Nasdaq.
D. All Holders who are parties hereto hereby consent to all matters
provided for herein to the extent any such consent is required pursuant to the
Notes.
E. So long as the Company is in compliance in all material respects
with its obligations to the several Holders, each Holder shall cooperate with
the Company, to the extent reasonable and practicable, in effecting resales of
shares of Common Stock acquired upon conversion of such Holder's Note in block
sales to institutional investors identified to the Holders from time to time by
the Company; provided, however, that nothing herein shall require any Holder to
sell any shares of Common Stock other than at such time, in such amounts, at
such principal and on such terms as determined by such holder in its sole
discretion.
F. Within five business days of the date hereof, the Company shall file
a Current Report on Form 8-K describing the terms of this Agreement.
G. Paragraph (g) of the January Amendment is hereby deleted.
H. Except as specifically amended hereby, the Notes, the Purchase
Agreement and the Engagement Agreement shall remain in full force and effect and
the Company hereby confirms to the Holders that the Notes, the Purchase
Agreements and the Engagement Agreement remain binding obligations of the
Company that are not at the time of execution and delivery of this Agreement
4.1-13
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 14
subject to any defense, offset, counterclaim or other claim by the Company of
invalidity or unenforceability.
If the foregoing correctly sets forth our agreement, please so indicate
by signing the appropriate line below, whereupon, when executed and delivered by
the Company and all of the Holders identified below, this letter shall
constitute a binding agreement between the Company and each Holder under the
laws of the State of New York; provided, however, that the effectiveness of this
Agreement is conditioned upon the amendment of the terms of the Company's Series
C Convertible Preferred Stock, substantially on the terms set forth on Exhibit A
hereto.
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/ Keith R. Bishop
Name: Keith R. Bishop
Title: Director
NP PARTNERS (f/k/a Nelson Partners)
By: /s/ Kenneth A. Simpler
Name: Kenneth A. Simpler
Title: Authorized Signatory
4.1-14
<PAGE>
Holders of Senior Convertible Notes
of NaPro Bio Therapeutics, Inc.
January 7, 1999
Page 15
OLYMPUS SECURITIES, LTD.
By: /s/ Kenneth A. Simpler
Name: Kenneth A. Simpler
Title: Authorized Signatory
OTATO LIMITED PARTNERSHIP
By: /s/ Richard M. Cayne
Name: Richard M. Cayne
Title: General Counsel
DIAZ & ALTSCHUL GROUP, LLC
By: /s/ Renaldo M. Diaz
Name: Renaldo M. Diaz
Title: Member
4.1-15
<PAGE>
January 7, 1999
To the Holder of the Series C Senior Convertible Preferred Stock of NaPro
BioTherapeutics, Inc.
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) the Amendment
Agreement dated January 28, 1998 by and between the Company and the Holder (the
"January Amendment"); and (iv) the Letter Agreement dated March 31, 1998 by and
between the Company and the Holder (the "March Amendment"). Capitalized terms
used herein and not defined shall have the meanings assigned to them in the
Subscription Agreement and the Certificate, as modified by the January and March
Amendments.
The Holder and the Company agree as follows:
1. Section 1(c) of the Certificate is hereby deemed amended by adding
the following definitions in the appropriate alphabetical order:
"Final Redemption Amount" shall mean a number of shares of
Series C Preferred Stock equal to 820,600 less the aggregate number of
shares of Series C Preferred Stock that have been redeemed on any
Middle Redemption Date (together with accrued and unpaid dividends and
Arrearage Interest, if any, on the shares of Series C Preferred Stock
included in the Final Redemption Amount to the date of determination).
"Final Redemption Date" means the date that is five Business
Days after the date the Corporation gives a Redemption Notice to redeem
shares of Series C Preferred Stock pursuant to Section 9(a)(6).
"Final Redemption Notice Period" means the period that begins
on August 1, 1999 and ends on August 7, 1999.
"Initial Redemption Amount" shall mean a number of shares of
Series C Preferred Stock equal to 3,282,400 less the sum of (x) the
aggregate number of shares of Series C Preferred Stock that are
converted by the holders of shares of Series C Preferred Stock or for
which the holders of shares of Series C Preferred Stock give Conversion
Notices on or after January 1, 1999 and prior to the date the
Corporation gives the related Redemption Notice to redeem shares of
Series C Preferred Stock
4.2-1
<PAGE>
Holder of the Series C Convertible Preferred Stock of NaPro BioTherapeutics,
Inc.
January 7, 1999
Page 2
pursuant to Section 9(a)(1) plus (y) the aggregate number of shares of
Series C Preferred Stock that have been redeemed or called for
redemption on or after January 1, 1999 and prior to the date the
Company gives the Redemption Notice to redeem shares of Series C
Preferred Stock pursuant to Section 9(a)(1) (together with accrued and
unpaid dividends and Arrearage Interest, if any, on the shares of
Series C Preferred Stock included in the Initial Redemption Amount to
the date of determination).
"Initial Redemption Date" means the date that is five Business
Days after the date the Corporation gives a Redemption Notice to redeem
shares of Series C Preferred Stock pursuant to Section 9(a)(1).
"Initial Redemption Notice Period" means the period that
begins on January 1, 1999 and ends on March 31, 1999.
"Middle Redemption Amount" shall mean a number of shares of
Series C Preferred Stock equal to 2,051,500 less the sum of (x) the
aggregate number of shares of Series C Preferred Stock that are
converted by the holders of shares of Series C Preferred Stock or for
which the holders of shares of Series C Preferred Stock give Conversion
Notices on or after January 1, 1999 and prior to March 31, 1999 plus
(y) the aggregate number of shares of Series C Preferred Stock that
have been redeemed or called for redemption on or after January 1, 1999
and prior to the date the Company gives the Redemption Notice to redeem
shares of Series C Preferred Stock pursuant to Section 9(a)(5)
(together with accrued and unpaid dividends and Arrearage Interest, if
any, on the shares of Series C Preferred Stock included in the Middle
Redemption Amount to the date of determination).
"Middle Redemption Date" means the date that is five Business
Days after the date the Corporation gives a Redemption Notice to redeem
shares of Series C Preferred Stock pursuant to Section 9(a)(5).
"Middle Redemption Notice Period" means the period that begins
on April 1, 1999 and ends on June 30, 1999.
2. The definition of the term Subsequent Redemption Date in Section (g)
of the January Amendment is hereby amended and restated to read as follows:
"Subsequent Redemption Date" means each Final Redemption Date, Initial
Redemption Date and Middle Redemption Date.
4.2-2
<PAGE>
Holder of the Series C Convertible Preferred Stock of NaPro BioTherapeutics,
Inc.
January 7, 1999
Page 3
3. The Company and the Holder agree that they will not enforce their
rights under the first two sentences of Section 9(a)(1) of the Certificate and
will instead have the rights and obligations set forth below as if the first two
sentences of Section 9(a)(1) of the Certificate had been amended to read as
follows:
(1) The following provisions shall apply to redemptions
pursuant to Redemption Notices given during the Initial Redemption
Notice Period. So long as (w) the Corporation shall be in compliance in
all material respects with its obligations to the holders of the Series
C Preferred Stock (including its obligations under the Subscription
Agreement and the provisions of this Certificate of Designations), (x)
the Registration Statement shall be effective on the date the
Corporation gives any such Redemption Notice and on the applicable
Initial Redemption Date, (y) on the date the Corporation gives such
Redemption Notice and on the applicable Initial Redemption Date no
Optional Redemption Event shall have occurred with respect to which any
holder of shares of Series C Preferred Stock shall be entitled at such
time to exercise optional redemption rights under Section 11 or the
Corporation shall have failed to pay the Optional Redemption Price of
any shares of Series C Preferred Stock as to which any holder has
exercised such optional redemption rights and (z) on the date the
Corporation gives such Redemption Notice and on the applicable Initial
Redemption Date, the Corporation has Cash and Cash Equivalent Balances
(excluding investment securities) that are sufficient, after taking
into account the Corporation's cash requirements during the period from
the date such Redemption Notice is given to the Initial Redemption
Date, to pay the Redemption Price of the shares of Series C Preferred
Stock to be redeemed, the Corporation shall have the right by a
Redemption Notice given during the Initial Redemption Notice Period to
redeem all or from time to time any part (as specified in the
applicable Redemption Notice) of the outstanding shares of Series C
Preferred Stock pursuant to this Section 9(a)(1) up to the Initial
Redemption Amount (or such lesser number of shares of Series C
Preferred Stock as shall be outstanding at such time) at the Redemption
Price. Any such redemption pursuant to this Section 9(a)(1) shall
otherwise be made in accordance with paragraphs (2), (3) and (4) of
this Section 9(a), except that the Redemption Notice for a redemption
pursuant to this Section 9(a)(1) may be given only on a date during the
Initial Redemption Notice Period.
4. Section (e) of the January Amendment, which deemed Section 9(a)(2)
of the Certificate, to be amended is hereby amended by substituting a new deemed
amendment of Section 9(a)(2) of the Certificate, which reads as follows:
(2) The Corporation shall not be entitled to give a Redemption
Notice or to redeem any shares of Series C Preferred Stock with respect
to which a holder has
4.2-3
<PAGE>
Holder of the Series C Convertible Preferred Stock of NaPro BioTherapeutics,
Inc.
January 7, 1999
Page 4
given a Conversion Notice. If the Corporation gives a Redemption Notice
in accordance with this Section 9(a), the holders of shares of Series C
Preferred Stock shall not be entitled to convert in accordance with
Section 10 the shares of Series C Preferred Stock that are to be
redeemed in accordance with such Redemption Notice; provided, however,
that if the Corporation defaults in payment when due of the Redemption
Price for such redemption, the holders shall thereafter be entitled to
convert any or all shares of Series C Preferred Stock from time to
time.
5. Section 9(a) of the Certificate is hereby deemed amended by adding
an additional paragraph (5) to read as follows:
(5) The following provisions shall apply to redemptions
pursuant to Redemption Notices given during the Middle Redemption
Notice Period. So long as (w) the Corporation shall be in compliance in
all material respects with its obligations to the holders of the Series
C Preferred Stock (including its obligations under the Subscription
Agreement and the provisions of this Certificate of Designations), (x)
the Registration Statement shall be effective on the date the
Corporation gives any such Redemption Notice and on the applicable
Middle Redemption Date, (y) on the date the Corporation gives such
Redemption Notice and on the applicable Middle Redemption Date no
Optional Redemption Event shall have occurred with respect to which any
holder of shares of Series C Preferred Stock shall be entitled at such
time to exercise optional redemption rights under Section 11 or the
Corporation shall have failed to pay the Optional Redemption Price of
any shares of Series C Preferred Stock as to which any holder has
exercised such optional redemption rights and (z) on the date the
Corporation gives such Redemption Notice and on the applicable Middle
Redemption Date, the Corporation has Cash and Cash Equivalent Balances
(excluding investment securities) that are sufficient, after taking
into account the Corporation's cash requirements during the period from
the date such Redemption Notice is given to the applicable Middle
Redemption Date, to pay the Redemption Price of the shares of Series C
Preferred Stock to be redeemed, the Corporation shall have the right by
a Redemption Notice given during the Middle Redemption Notice Period to
redeem all or from time to time any part (as specified in the
applicable Redemption Notice) of the outstanding shares of Series C
Preferred Stock pursuant to this Section 9(a)(5) up to the Middle
Redemption Amount (or such lesser number of shares of Series C
Preferred Stock as shall be outstanding at such time) at the Redemption
Price. Any such redemption pursuant to this Section 9(a)(5) shall
otherwise be made in accordance with the last sentence of paragraph (1)
and with paragraphs (2), (3) and (4) of this Section 9(a), except that
the Redemption Notice for a redemption pursuant to this Section 9(a)(5)
may be given only on a date during the Middle Redemption Notice Period.
4.2-4
<PAGE>
Holder of the Series C Convertible Preferred Stock of NaPro BioTherapeutics,
Inc.
January 7, 1999
Page 5
6. Section 9(a) of the Certificate is hereby deemed amended by adding
an additional paragraph (6) to read as follows:
(6) The following provisions shall apply to a redemption
pursuant to a Redemption Notice given during the Final Redemption
Notice Period. So long as (w) the Corporation shall be in compliance in
all material respects with its obligations to the holders of the Series
C Preferred Stock (including its obligations under the Subscription
Agreement and the provisions of this Certificate of Designations), (x)
the Registration Statement shall be effective on the date the
Corporation gives the Redemption Notice and on the Final Redemption
Date, (y) on the date the Corporation gives the Redemption Notice and
on the Final Redemption Date no Optional Redemption Event shall have
occurred with respect to which any holder of shares of Series C
Preferred Stock shall be entitled at such time to exercise optional
redemption rights under Section 11 or the Corporation shall have failed
to pay the Optional Redemption Price of any shares of Series C
Preferred Stock as to which any holder has exercised such optional
redemption rights and (z) on the date the Corporation gives the
Redemption Notice and on the Final Redemption Date, the Corporation has
Cash and Cash Equivalent Balances (excluding investment securities)
that are sufficient, after taking into account the Corporation's cash
requirements during the period from the date the Redemption Notice is
given to the Final Redemption Date, to pay the Redemption Price of the
shares of Series C Preferred Stock to be redeemed, the Corporation
shall have the right to redeem on one occasion only all or any part (as
specified in such Redemption Notice) of the outstanding shares of
Series C Preferred Stock pursuant to this Section 9(a)(6) up to the
Final Redemption Amount (or such lesser number of shares of Series C
Preferred Stock as shall be outstanding at such time) at the Redemption
Price. Any such redemption pursuant to this Section 9(a)(6) shall
otherwise be made in accordance with the last sentence of paragraph (1)
and with paragraphs (2), (3) and (4) of this Section 9(a), except that
the Redemption Notice for a redemption pursuant to this Section 9(a)(6)
may be given only on a date during the Final Redemption Notice Period.
7. Section (c)(2) of the January Amendment, which provided that Section
10 of the Certificate was deemed have a new Section 10(c), is hereby amended by
adding a new paragraph (iv) to such Section 10(c) to read as follows:
(iv) Notwithstanding any other provision herein, during the
period beginning on January 1, 1999 and ending on March 31, 1999, a
holder of shares of Series C Preferred Stock shall not be entitled to
convert shares of Series C Preferred Stock at a Conversion Price that
is less than $4.00 if such conversion would result in the aggregate
number of shares of Common Stock issued hereunder (whether through
4.2-5
<PAGE>
Holder of the Series C Convertible Preferred Stock of NaPro BioTherapeutics,
Inc.
January 7, 1999
Page 6
conversion or in payment of dividends or otherwise) at a Conversion
Price (or Computed Price, in the case of shares issued as dividends) of
less than $4.00 during the calendar month of the proposed conversion
for which the determination under this paragraph (iv) is being made
exceeding 150,000 shares of Common Stock. The Conversion Price set
forth in this Section 10(c)(vi) shall be subject to adjustment on the
same basis set forth in the parenthetical phrase in clause (1) of the
definition of the term Conversion Price (as in effect prior to the
January Amendment) for any such events that occur on or after December
31, 1998.
8. For redemptions occurring on or after January 1, 1999, the
definition of "Subsequent Redemption Price" in the January Amendment is hereby
amended by deleting "110%" in clause (a)(ii) thereof and replacing it with
"140%."
9. The Company represents and warrants to, and covenants and agrees
with, the Holder that:
(a) This Agreement has been duly and validly authorized,
executed and delivered by the Company and, when duly executed and delivered by
the Holders, will be the legal, valid and binding obligation of the Company
enforceable in accordance with its terms; and the January Amendment, and the
terms of the shares of Series C Preferred Stock, as deemed amended thereby and
by this Agreement, constitute the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms.
(b) The execution and delivery of this Agreement by the
Company, the consummation by the Company of the transactions contemplated by
this Agreement and the performance by the Company of its obligations under the
January Amendment and the terms of the shares of Series C Preferred Stock, as
deemed amended thereby and hereby, do not and will not, with or without the
giving of notice or the passage of time, or both, (i) result in any violation of
any term of the certificate of incorporation or by-laws of the Company, (ii)
conflict with or result in a breach by the Company of any of the terms or
provisions of, or constitute a default under, or result in the modification of,
or result in the creation or imposition of any lien, security interest, charge
or encumbrance upon any of the properties or assets of the Company pursuant to,
any indenture, mortgage, deed of trust or other agreement or instrument to which
the Company or any of its subsidiaries is a party or by which the Company or any
of its subsidiaries, any of their respective properties or assets are bound or
affected that conflict, breach, default, modification, lien, security interest,
charge or encumbrance would have a material adverse effect on the business,
properties, operations, condition (financial or other) or results of operations
of the Company and its subsidiaries, taken as a whole, or the transactions
contemplated by this Agreement or the authority or ability of the Company to
perform its obligations under this Agreement, the January Amendment or the terms
of the shares of Series C Preferred Stock, as deemed amended thereby and hereby,
or (iii) violate or
4.2-6
<PAGE>
Holder of the Series C Convertible Preferred Stock of NaPro BioTherapeutics,
Inc.
January 7, 1999
Page 7
contravene any applicable law, rule or regulation or any applicable decree,
judgment or order of any court, United States federal or state regulatory body,
administrative agency or other governmental body having jurisdiction over the
Company or any of its subsidiaries or any of their respective properties or
assets, which violation or contravention would have a material adverse effect on
the business, properties, operations, condition (financial or other) or results
of operations of the Company and its subsidiaries, taken as a whole, or the
transactions contemplated by this Agreement or the authority or ability of the
Company to perform its obligations under the January Amendment or the terms of
the Series C Preferred Stock, as deemed amended thereby and hereby.
(c) No authorization, approval or consent of, or filing with,
any court, governmental body, regulatory agency, self-regulatory organization,
or stock exchange or market of the stockholders of the Company is required to be
obtained or made by the Company in connection with the execution, delivery and
performance of this Agreement or the performance by the Company of its
obligations under the January Amendment or the terms of the Series C Preferred
Stock, as deemed amended thereby and hereby.
(d) There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board or body presently pending or,
to the knowledge of the Company, threatened against or affecting the Company or
any of its subsidiaries wherein an unfavorable decision, ruling or finding could
have a material adverse effect on the transactions contemplated by this
Agreement or that could adversely affect the validity or enforceability of, or
the authority or ability of the Company to perform its obligations under this
Agreement, the January Amendment or the terms of the Series C Preferred Stock,
as deemed amended thereby and hereby.
(e) The Common Stock is listed for trading on the Nasdaq
National Market ("Nasdaq") and (i) the Company and the Common Stock meet the
criteria for continued listing and trading on Nasdaq, (ii) the Company has not
been notified since January 1, 1995 by The Nasdaq Stock Market, Inc. of any
failure or potential failure to meet the criteria for continued listing and
trading on Nasdaq and (iii) no suspension of trading in the Common Stock is in
effect. The Company knows of no reason why the shares of Common Stock issuable
upon conversion of the Preferred Stock will not be eligible for listing on
Nasdaq.
10. So long as the Company is in compliance in all material respects
with its obligations to the Holder, the Holder shall cooperate with the Company,
to the extent reasonable and practicable, in effecting resales of shares of
Common Stock acquired upon conversion or exchange of such Holder's shares of
Series C Preferred Stock in block sales to institutional investors identified to
the Holder from time to time by the Company; provided, however, that nothing
herein shall require the Holder to sell any such shares of Common Stock other
than at such time, in such amounts, at such price and on such terms as
determined by such Holder in its sole discretion.
4.2-7
<PAGE>
Holder of the Series C Convertible Preferred Stock of NaPro BioTherapeutics,
Inc.
January 7, 1999
Page 8
11. The provisions of paragraph (c) of the January Amendment (as such
provisions are modified by this Agreement) shall also be applicable to all
amendments of the Certificate deemed to be made by this Agreement and any
reference to conversion rights in such deemed amendments of the Certificate
shall also refer to the exchange rights provided in paragraph (c) of the January
Amendment (as modified by this Agreement).
12. Within five business days of the date hereof, the Company shall
file a Current Report on Form 8-K describing the terms of this letter agreement.
13. Except as specifically amended or deemed amended hereby, the
Subscription Agreement and the terms of the shares of Series C Preferred Stock
shall remain in full force and effect and the Company hereby confirms to the
Holder that the Subscription Agreements and the terms of the shares of Series C
Preferred Stock, as deemed amended by the January Amendment and this Agreement,
remain binding obligations of the Company that are not at the time of execution
and delivery of this Agreement subject to any defense, offset, counterclaim or
other claim by the Company of invalidity or unenforceability.
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 under the laws of the State
of New York.
NAPRO BIOTHERAPEUTICS, INC.
By: \s\ Gordon H. Link, Jr.
Gordon H. Link, Jr.
Chief Financial Officer
Agreed and accepted:
ADVANTAGE FUND II, LTD.
By: /s/
Name: InterCaribbean Services Limited
Title: Secretary
4.2-8
<PAGE>
NaPro Extends Monthly Limits On Outstanding
Convertible Securities
BOULDER, Colo..--(BW HealthWire)--Jan. 8, 1999--NaPro BioTherapeutics, Inc.
(Nasdaq: NPRO - news) announced today that it reached agreement with the holders
of its 5% Senior Convertible Notes and its Series C Convertible Preferred Stock
to extend through March 31, 1999 the limitations on monthly conversions that
were originally scheduled to expire on December 31, 1998. NaPro also repurchased
one convertible note with a principal balance of approximately $632,000 for
about $790,000 in cash. After the redemptions and repurchases to date, the
remaining balances in the notes and convertible preferred stock will be
$5,061,000 and $4,103,000, respectively.
Commenting on modification to the convertible securities and the status of
NaPro's ongoing discussions directed at securing a new partner for its
paclitaxel program, Dr. Sterling K. Ainsworth, NaPro's President and Chief
Executive Officer, said, "Although we have worked diligently to select one or
more new partners to help us develop and commercialize our paclitaxel program,
the effort has taken longer than we had hoped. Recognizing the potential
difficulties which might have been created for these discussions had the monthly
conversion limits expired, the holders of our convertible securities have agreed
to extend the monthly limits allowing us to continue these discussions without
new uncertainties. Our discussions with potential partners continue to make
progress and although we had hoped to complete a transaction prior to year end,
we remain hopeful that this can be accomplished during the first quarter of
1999."
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 Private Securities Litigation Reform Act of 1995. Such forward looking
statements include the consequences of extending the conversion limits on
NaPro's convertible securities and the prospects for, and the timing of, any
transaction with a strategic partner for NaPro's paclitaxel program. Such
forward-looking statements involve known and unknown risks that may cause actual
results to be materially different from the results suggested by such
forward-looking statements. Among the factors that could affect matters are all
aspects of competition from Bristol-Myers Squibb Company and other producers of
paclitaxel and other drugs, the interests of other pharmaceutical companies in
forming development and marketing arrangements with NaPro and the timing of
negotiations relative thereto, the market for NaPro's securities and other
factors discussed in NaPro's periodic reports and other filings with the
Securities and Exchange Commission.
Contact:
Gordon Link Lisa Burns (investors)
NaPro BioTherapeutics, Inc. Burns McClellan, Inc
VP and Chief Financial Officer (212) 213-0006
Tel: (303) 530-3891
