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 1934
Date of Report: October 19, 1999
Titan Pharmaceuticals, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-27436 94-3171940
- ------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
400 Oyster Point Blvd., Suite 505, South San Francisco, California 94080
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 244-4990
--------------
<PAGE>
Item 5. Other Events
On October 19, 1999, we called for redemption on November 19, 1999 of our
outstanding class A warrants for cash at the redemption price of $.05 per
warrant. Accordingly, after 5:00 p.m. New York time on the redemption date the
class A warrants will no longer be exercisable for shares of our common stock
and the holders will only have the right to receive the redemption price.
In connection with the redemption, we entered into an advisory agreement
with Deutsche Bank Securities Inc. pursuant to which we agreed to pay an
advisory fee of $2 million payable on the redemption date if at least $30
million is received from warrant exercises, or in installments if more than $15
million but less than $30 million is raised. If less than $15 million is raised,
$1 million of Deutsche Bank's fee will be in the form of warrants.
As part of the redemption, we also amended the warrant agreements
governing our warrants to terminate D. H. Blair Investment Banking Corp.'s
solicitation rights in consideration for the payment to Blair of a termination
fee equal to 2.7% of the warrant exercise proceeds.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4.9 Notice of Redemption and Letter to Class A Warrant holders.
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.
TITAN PHARMACEUTICALS, INC.e
By: /s/ Louis R. Bucalo
------------------------------------
Louis R. Bucalo, M.D.
President and Chief Executive Officer
Dated: October 19, 1999
NOTICE OF REDEMPTION
OF
CLASS A WARRANTS
To the Holders of Outstanding
Class A Warrants of Titan Pharmaceuticals, Inc.
We hereby give notice that we are redeeming all of our outstanding class A
warrants on November 19, 1999. We are exercising this right pursuant to the
terms of the warrant agreements dated as of January 18, 1996 and July 31, 1996
governing our warrants.
Terms of Redemption; Cessation of Rights
Redemption Date: November 19, 1999
Redemption Price: $.05 per Warrant
The right of our warrant holders to exercise their warrants to purchase
shares of our common stock will terminate at 5:00 p.m. New York time on the
Redemption Date. After such time, holders of warrants will have no rights except
to receive, upon surrender of their warrants, the Redemption Price. The
Redemption Price is substantially less than either (i) the market price of the
shares of common stock receivable upon exercise of the warrants or (ii) the
price that could be obtained upon the sale of the warrants in the open market.
Redemption Procedure
Payment of the amount to be received on redemption will be made by us upon
the presentation and surrender of the warrants for payment at any time on or
after the Redemption Date. To surrender warrants for redemption, holders should
deliver certificates representing their warrants to Continental Stock Transfer &
Trust Company, our warrant agent, at the following address:
Continental Stock Transfer & Trust Company
Two Broadway
New York, New York 10004
telephone: (212) 509-4000
Exercise Procedure
In lieu of surrendering the warrants for redemption, warrant holders may,
at their option, exercise their warrants to purchase our common stock.
Each warrant entitles the holder to purchase one share of common stock at
a price of $6.02 per share. During the period from September 14, 1999 through
October 14, 1999, the closing price of the shares ranged from a high of $12.938
to a low of $8.375, as reported by the American Stock Exchange.
<PAGE>
The warrants may be exercised by delivery of the class A warrant
certificates to Continental Stock Transfer & Trust Company, our warrant agent,
at the address set forth above under "Redemption Procedure" accompanied by a
bank or certified check made payable to Titan Pharmaceuticals, Inc. for the full
amount of the Exercise Price ($6.02 for each warrant exercised). The
subscription form on the reverse side of each warrant must be completed in full
and signed by the warrant holder and the signature guaranteed by an eligible
institution. The method of delivery of the warrant certificates is at the option
and risk of the holder, but if mail is used, registered mail properly insured is
suggested.
The warrant certificate and the payment of the Exercise Price must be
received by the warrant agent prior to 5:00 p.m. New York time on November 19,
1999. Warrants which are received after such date will not be exercised, but
will be redeemed. Provided that a notice of exercise and payment is received by
the warrant agent prior to 5:00 p.m. New York time on November 19, 1999,
broker-dealers shall have three business days to deliver warrant certificates to
the warrant agent.
Any warrant received which is not accompanied by payment of the Exercise
Price or which is received without the subscription form having been completed
and signed will be deemed to have been delivered for redemption, and not for
exercise.
Information Agent
The Company has retained an information agent for the exercise and/or
redemption of the warrants. The information agent may be reached at:
D. F. King & Co., Inc.
77 Water Street
New York, New York
telephone: (212) 269-5550 facsimile: (212) 809-0692
Financial Advisor
The Company has retained Deutsche Bank Securities, Inc. ("DB Alex Brown")
as its exclusive financial advisor in connection with the redemption of the
warrants. DB Alex Brown will receive a fee of $2 million payable on the
Redemption Date if at least $30 million is received from warrant exercises, or
in installments if more than $15 million but less than $30 million is raised. If
less than $15 million is raised, $1 million of DB Alex Brown's fee will be in
the form of warrants.
Termination Agreement
The Company has terminated its agreement under which D. H. Blair
Investment Banking Corp. had the right to solicit the warrants. Pursuant
thereto, the Company has agreed to pay Blair a termination fee equal to 2.7% of
the proceeds received upon warrant exercises.
<PAGE>
IMPORTANT - IMMEDIATE ACTION REQUIRED
October 19, 1999
Dear Class A Warrant Holder:
Titan Pharmaceuticals, Inc. has called for redemption of all of its
outstanding class A warrants for cash at the redemption price of $.05 per
warrant on November 19, 1999. A copy of the Notice of Redemption and the
Prospectus is enclosed.
We are entitled to redeem the warrants because we have satisfied the
condition of redemption - namely, that the average closing price of our common
stock exceed $9.10 for a period of 30 consecutive trading days ending within 15
days of the date of notice. The warrants are exercisable for one share of common
stock at the exercise price of $6.02. After 5:00 p.m., New York time, on
November 19, 1999, the warrants will no longer be exercisable for shares of
common stock and you will only have the right to receive the redemption price.
We urge you to consider the following two alternatives to redemption which
are available to you and which may be more beneficial to you than redemption:
1. Exercise of the class A warrants for shares of common stock.
Each class A warrant is exercisable for one share of our common stock at
an exercise price of $6.02 per share. The closing price of our common stock as
reported by the American Stock Exchange ranged from a high of $12.938 to a low
of $8.375 during the period from September 14, 1999 through October 14, 1999.
Current market quotations are available from the American Stock Exchange or your
broker.
2. Sale of the class A warrants in the open market.
The class A warrants may be sold in the open market. The closing price of
our warrants as reported by the American Stock Exchange ranged from a high of
$6.875 to a low of $2.375 during the period from September 14, 1999 through
October 14, 1999. You should consult your own broker as to the procedure for
selling your warrants and for current market quotations.
The procedures for exercise and/or redemption of the warrants is set forth
in the accompanying Notice of Redemption.
Questions and requests for assistance should be directed to our
information agent, D. F. King & Co., Inc. at (212) 269-5550, Attention: Thomas A
Long.
Very truly yours,
TITAN PHARMACEUTICALS, INC.
By: /s/ Louis R. Bucalo
----------------------------------------
Louis R. Bucalo, Chief Executive Officer
