<PAGE>
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
OCTOBER 6, 2000
--------------------------------------
Date of Report (Date of earliest event reported)
INHALE THERAPEUTIC SYSTEMS, INC.
--------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 023556 94-3134940
----------------------------- ---------------- -------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
150 Industrial Road
San Carlos, CA 94070
---------------------------------------
(Address of principal executive offices)
(650) 631-3100
---------------------------------------
(Registrant's telephone number, including area code)
______________________________
(Former name, if changed since last report)
1.
<PAGE>
ITEM 5. OTHER EVENTS.
On October 6, 2000, Inhale Therapeutics Systems, Inc. (the "Company")
sold, transferred and contributed its interest in land ("Real Property") and
improvements ("Improvements") owned by it and located in the city of San
Carlos, State of California (collectively, the "Property") for a 49% limited
partnership interest in Inhale 201 Industrial Road L.P. and additional
consideration valued at approximately $14.4 million. This additional
consideration consists of approximately $10.2 million in cash, a promissory
note in the principal amount of $3.0 million and a right to receive an
additional $1.2 million as reimbursement for completed construction costs
previously incurred for the Improvements.
Simultaneously with the sale of the Improvements and the date of the
contribution transaction, the Company entered into a lease arrangement with
the Partnership (the "Lease Transaction") pursuant to a Build-to-Suit Lease
dated as of September 14, 2000, as amended by the Amendment to Lease dated
October 6, 2000, (collectively, the "Lease"). Under the terms of the Lease,
the Company will lease the Property back from the Partnership for a period of
16 years. The present value of the total lease obligations under the Lease
approximates $46.2 million and will be recorded as a lease liability under
the caption of "Capital Lease Financing Obligations." At the conclusion of
the 16 years, the Company has one option to renew for an additional ten
years, and then a subsequent second option to renew for an additional eight
years. At various times throughout the term of the Lease, the Company has the
option to increase its limited partnership ownership interest percentage in
the Partnership up to 100%. The terms of the Lease contain clauses which
constitute continuing involvement under current accounting standards. As a
result, the Company intends to treat the Partnership as a special purpose
entity and accordingly expects to consolidate the financial statements of the
Partnership into the consolidated financial statements of the Company.
2.
<PAGE>
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: October 9, 2000 By: /s/ Brigid A. Makes
-----------------------------------
Brigid A. Makes,
Chief Financial Officer and
Vice President,
Finance and Administration
3.
