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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
January 31, 2000
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Date of Report (Date of earliest event reported)
INHALE THERAPEUTIC SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 023556 94-3134940
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
150 Industrial Road
San Carlos, Ca 94070
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(Address of principal executive offices)
(650) 631-3100
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(Registrant's telephone number, including area code)
______________________________
(Former name, if changed since last report)
1.
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ITEM 5. OTHER EVENTS
On January 31, 2000, Inhale Therapeutic Systems, Inc. announced its
intention to issue $150 million aggregate principal amount of convertible
subordinated notes ($172.50 million if the over-allotment option is exercised in
full). A press release relating to the issuance is attached hereto as Exhibit
99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release dated January 31, 2000
2.
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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.
INHALE THERAPEUTIC SYSTEMS, INC.
Dated: January 31, 2000 By: /s/ Brigid A. Makes
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Brigid A. Makes
Chief Financial Officer and Vice President
of Finance and Administration
3.
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EXHIBIT 99.1
INHALE ANNOUNCES PROPOSED ISSUANCE OF CONVERTIBLE SUBORDINATED NOTES
SAN CARLOS, CALIF., JANUARY 31, 2000 - Inhale Therapeutic Systems, Inc.
(Nasdaq:INHL) today announced that it intends to issue $150 million aggregate
principal amount of convertible subordinated notes ($172.5 million if the
over-allotment option is exercised in full). It intends to sell the notes in a
private offering to qualified institutional buyers under Rule 144A of the
Securities Act of 1933, as amended. The notes will be convertible into shares of
Inhale's common stock and will have a seven-year term.
The net proceeds of the offering will be used by Inhale to fund expansion of its
production capabilities and facilities, various product and technology
development programs, acquisitions, working capital and general corporate
purposes. The offering is subject to market conditions and other factors.
The notes to be offered will not be registered under the Securities Act or
applicable state securities laws, and may not be offered or sold in the United
States absent registration under the Securities Act and applicable state
securities laws or available exemptions from the registration requirements.
This release contains forward-looking statements that reflect management's
current views as to Inhale's collaborative arrangements, clinical trials,
product developments, manufacturing scale-up, and other future events and
operations. These forward-looking statements involve uncertainties and other
risks that are detailed in Inhale's reports and other filings with the SEC,
including its Form 10-Q for the fiscal quarter ended September 30, 1999. Actual
results could differ materially from these forward-looking statements.
4.
