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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) December 29, 2000
RIBOZYME PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-27914 34-1697351
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(State or other jurisdiction of (Commission file number) (IRS employer
incorporation) identification no.)
2950 Wilderness Place, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (303) 449-6500
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On December 29, 2000, Ribozyme Pharmaceuticals, Inc. entered into a common
stock purchase agreement with Acqua Wellington North American Equities Fund,
Ltd. pursuant to which Ribozyme may, from time to time and in its sole
discretion during the 28 months following the date of the agreement, present
Acqua Wellington with draw-down notices requiring Acqua Wellington to purchase
Ribozyme common stock. Unless otherwise agreed by Ribozyme and Acqua Wellington,
a maximum of between $1,500,000 and $8,000,000 of Ribozyme common stock may be
covered by each draw-down notice, depending upon the minimum market price of
Ribozyme common stock set forth in the draw-down notice. Ribozyme will issue and
sell the shares to Acqua Wellington pursuant to each draw-down notice at a per
share price equal to the average price of Ribozyme common stock over a period of
time after the draw-down notice less a specified discount, depending upon the
minimum market price of Ribozyme common stock set forth in the draw-down notice.
Ribozyme may present Acqua Wellington with up to 24 draw-down notices during the
term of the agreement. In addition, in conjunction with any draw-down notice,
Ribozyme may, at its option, grant Acqua Wellington call options to purchase up
to the same dollar amount of Ribozyme common stock as was set forth in such
draw-down notice. A maximum of $60,000,000 of Ribozyme common stock may be
issued and sold to Acqua Wellington pursuant to all draw-down notices and call
options under the common stock purchase agreement. All shares of Ribozyme common
stock to be issued and sold to Acqua Wellington are registered under our
Registration Statement on Form S-3 (No. 333-49400). For additional information
regarding our agreement with Acqua Wellington, please see the Common Stock
Purchase Agreement, attached hereto as Exhibit 4.1, and our press release,
attached hereto as Exhibit 99.1.
ITEM 7. EXHIBITS.
(c) Exhibits:
4.1 Common Stock Purchase Agreement dated December 29, 2000 by
and between Ribozyme Pharmaceuticals, Inc. and Acqua
Wellington North American Equities Fund, Ltd.
99.1 Press Release, dated December 29, 2000, entitled "Ribozyme
Pharmaceuticals to Have $60 Million Equity Financing
Facility."
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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.
Date: January 5, 2001
RIBOZYME PHARMACEUTICALS, INC.
By: /s/ LAWRENCE E. BULLOCK
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Lawrence E. Bullock
Vice President of Administration and
Finance, Chief Financial Officer and
Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
<S> <C> <C>
4.1 Common Stock Purchase Agreement dated December 29, 2000 _
by and between Ribozyme Pharmaceuticals, Inc. and Acqua
Wellington North American Equities Fund, Ltd.
99.1 Press Release, dated December 29, 2000, entitled "Ribozyme _
Pharmaceuticals to Have $60 Million Equity Financing Facility."
</TABLE>
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