<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) FEBRUARY 12, 1999
SHAMAN PHARMACEUTICALS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-21022 94-3095806
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
213 EAST GRAND AVE., SOUTH SAN FRANCISCO, CALIFORNIA 94080
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 952-7070
------------------------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
Item 5. Other Events.
In connection with a proxy statement to be distributed to the
stockholders of Shaman Pharmaceuticals, Inc. (the "Company") relating to a
Special Meeting of Stockholders to be held on March 24, 1999, the Company
updated its stockholders on its financial status as of December 31, 1998. A
description of the Proxy Statement disclosure follows.
RECENT DEVELOPMENTS
In addition to the events discussed in this Proxy Statement, the following
significant events occurred at Shaman Pharmaceuticals since September 30, 1998:
- On December 10, 1998, Shaman Pharmaceuticals issued an aggregate of 4,784
shares of the Company's Series D Convertible Preferred Stock in exchange
for the cancelation of an aggregate of $4.8 million (including accrued
interest) of the Company's Senior Subordinated Convertible Notes due
August 29, 2000. The holders of shares of Series D Preferred Stock are
entitled to cumulative dividends of $55 per share per annum when and if
declared by the Board of Directors. The first quarterly dividend payment
was due on February 1, 1999. A full description of the Series D
Convertible Preferred Stock is included in the Company's Special Report
on Form 8-K filed with the SEC on December 11, 1998.
- Effective with the close of business on February 1, 1999, the Company's
Common Stock was delisted from The Nasdaq National Market and moved to
The Nasdaq Bulletin Board effective February 2, 1999.
Unaudited balance sheet data for the Company at December 31, 1998, is as
follows:
<TABLE>
<CAPTION>
(UNAUDITED,
IN THOUSANDS)
-------------
<S> <C>
Cash, cash equivalents and short-term investments........... $ 9,165
Current assets.............................................. 9,897
Total assets...................................... 13,139
Current liabilities......................................... 8,726
Long-term liabilities....................................... 2,303
Senior Convertible Notes.................................... --
Capital account............................................. 151,997
Accumulated deficit......................................... (149,887)
Total stockholders' equity........................ 2,110
</TABLE>
As of December 31, 1998, the Company had cash, cash equivalents and
short-term investments of approximately $9.2 million. Unless the Company is
successful in its efforts to sell or outlicense the clinical research programs,
the Company's cash resources will be substantially used in satisfying its
current liabilities.
If the Company is unable to secure a significant source of financing, the
Company's independent auditors are likely to issue an audit opinion on the
Company's consolidated financial statement as of and for the year ended December
31, 1998 which contains explanatory language for an uncertainty regarding the
Company's ability to continue as a going concern.
<PAGE> 3
SIGNATURE
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 thereunto duly authorized.
SHAMAN PHARMACEUTICALS, INC.
DATE: February 12, 1999 By: /s/ Lisa A. Conte
-------------------------------
Lisa A. Conte, President and
Chief Executive Officer
