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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
February 4, 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)
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(Former name, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 4, 2000, Inhale Therapeutic Systems, Inc. announced that it
has entered into a purchase agreement providing for the sale to certain
initial purchasers of $200 million aggregate principal amount of convertible
subordinated notes ($230 million if the over-allotment option is exercised in
full). A press release relating to this is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release dated February 4, 2000
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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: February 4, 2000 By: /s/ Brigid A. Makes
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Brigid A. Makes
Chief Financial Officer and Vice President of
Finance and Administration
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EXHIBIT 99.1
INHALE ANNOUNCES OFFERING OF CONVERTIBLE SUBORDINATED NOTES
SAN CARLOS, CALIF., FEBRUARY 4, 2000 -- Inhale Therapeutic Systems, Inc.
(Nasdaq:INHL) today announced that it has entered into a purchase agreement
providing for the sale to certain initial purchasers of $200 million
aggregate principal amount of convertible subordinated notes ($230 million if
the over-allotment option is exercised in full). The offering of the notes,
which was made to qualified institutional buyers under Rule 144A of the
Securities Act of 1933, as amended, is expected to close on February 8, 2000.
The notes will be convertible into shares of Inhale's common stock and will
have a seven-year term.
Interest on the notes will accrue at a rate of 5.0% per year, subject to
adjustment in certain circumstances. The notes will mature in 2007 and will
be convertible into shares of Inhale's common stock at a conversion price of
$76.71 per share, subject to adjustment in certain circumstances.
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 other general
corporate purposes. The offering is subject to certain closing conditions.
The notes 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 Sept. 30, 1999. Actual
results could differ materially from these forward-looking statements.
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