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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): August 25, 1997
THERAPEUTIC DISCOVERY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-21478 94-3173191
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(State of Incorporation (Commission File No.) (I.R.S. Employer
or Organization) Identification no.)
1454 Page Mill Road, P.O. Box 10051, Palo Alto, California 94303-0806
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code: (650) 496-8200
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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 1. CHANGE IN CONTROL OF REGISTRANT
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(a) On August 25, 1997 (the "Exercise Date") ALZA Corporation, a
Delaware corporation ("ALZA") exercised its option to purchase all of the issued
and outstanding Class A Common Stock (the "Class A Common Stock") of Therapeutic
Discovery Corporation, a Delaware corporation ("TDC"), pursuant to the terms of
TDC's Restated Certificate of Incorporation as filed with the Secretary of State
for the State of Delaware on April 1, 1993. The closing date for the purchase
of the Class A Common Stock is September 29, 1997 (the "Closing Date"). ALZA
has the ability to appoint TDC's board of directors effective as of the Exercise
Date and TDC is prohibited from entering into certain significant corporate
transactions without ALZA's prior written consent between the Exercise Date and
the Closing Date. The Class A Common Stock being acquired is to be acquired from
all holders of Class A Common Stock determined as of the close of business on
the Closing Date. The exercise price for the purchase of the Class A Common
Stock is $100 million and, to the best of TDC's knowledge, the source of these
funds is ALZA's cash, cash equivalents and marketable securities. Prior to the
exercise of the Purchase Option, ALZA owned 100 shares of Class B Common Stock
of TDC. Subsequent to the Closing Date, ALZA will own 100% of the issued and
outstanding stock of TDC.
(b) None.
ITEM 7. EXHIBITS
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3.1 Restated Certificate of Incorporation of TDC as filed with the
Secretary of State of the State of Delaware on April 1, 1993
(incorporated by reference from Exhibit 17(c) to the Schedule 13E-3 of
ALZA as filed with respect to TDC on August 27, 1997).
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SIGNATURE
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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.
THERAPEUTIC DISCOVERY CORPORATION
Date: September 9, 1997 By: /s/ Gary L. Neil
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Gary L. Neil
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Exhibit
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3.1 Restated Certificate of Incorporation of TDC as filed with the
Secretary of State of the State of Delaware on April 1, 1993
(incorporated by reference from Exhibit 17(c) to the Schedule 13E-3
of ALZA as filed with respect to TDC on August 27, 1997).
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