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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
Date of Report (Date of earliest event reported): November 2, 1997
ARRIS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22788 22-2969941
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
180 Kimball Way
South San Francisco, CA 94080
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 829-1000
385 Oyster Point Blvd., Suite 3
South San Francisco, CA 94080 (Former name or
------------------------------------------------
(former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements contained herein involve risks and uncertainties,
including those relating to the possible inability to complete the merger
transaction involving Arris Pharmaceutical Corporation, a Delaware corporation
("Arris"), and Sequana Therapeutics, Inc., a California corporation ("Sequana"),
as scheduled, if at all, and those associated with the ability of the combined
company to achieve the anticipated benefits of the merger. Actual results and
developments may differ materially from those described or incorporated by
reference in this Report. For more information about Arris and risks arising
when investing in Arris, investors are directed to Arris' most recent report on
Form 10-K as filed with the Securities and Exchange Commission (the "SEC").
On November 2, 1997 Arris entered into an Agreement and Plan of Merger
and Reorganization (the "Reorganization Agreement") by and among Arris, Beagle
Acquisition Sub, Inc., a California corporation and a wholly-owned subsidiary of
Arris ("Merger Sub") and Sequana. The description contained in this Item 5 of
the transactions contemplated by the Reorganization Agreement is qualified in
its entirety by reference to the full text of the Reorganization Agreement, a
copy of which has been filed as Exhibit 5.1 (incorporated by reference to
Exhibit 4.1 to the Schedule 13D filed by Arris on November 12, 1997 (the
"13D")).
The Reorganization Agreement contemplates that, subject to the
satisfaction of certain conditions set forth therein, including the approval and
adoption of the Reorganization Agreement by the requisite vote of Sequana's
shareholders and the approval of the issuance of common stock of Arris ("Arris
Common Stock") and a related amendment to the Arris Certificate of Incorporation
in connection with the transactions by the requisite vote of Arris'
stockholders, Merger Sub would be merged into Sequana. As a result of the merger
of Merger Sub into Sequana (the "Merger"), Sequana would become a wholly-owned
subsidiary of Arris. Under the terms of the Reorganization Agreement, each
outstanding share of the common stock of Sequana (the "Sequana Common Stock")
would be converted into 1.35 shares of Arris Common Stock. In addition, each
option for Sequana Common Stock will become fully exercisable and then terminate
after a period of time as set forth in Section 5.5 of the Reorganization
Agreement. Arris will grant new options exercisable for Arris Common Stock to
employees of Sequana commensurate with option grants to newly hired employees at
similar grade levels. The Merger is intended to be a tax-free reorganization
under the Internal Revenue Code of 1986, as amended, and is intended to be
accounted for as a purchase.
On November 3, 1997 Arris issued a press release relating to the
execution of the Reorganization Agreement. A copy of the press release is
attached hereto as Exhibit 5.2.
In connection with the execution of the Reorganization Agreement, each
of Sequoia Capital VI, Sequoia Technology Partners VI, Sequoia XXIII, Sequoia
XXIV, Carlyle - Sequana Investors II, L.P., Carlyle - Sequana Investors, LLC,
Kevin J. Kinsella, individually and as trustee for certain trusts, and New
Enterprise Associates VI, who collectively beneficially own approximately 19.57%
of the outstanding shares of Sequana Common Stock as of October 30,
2.
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1997, entered into voting agreements with Arris (the "Voting Agreements")
pursuant to which such person agreed to vote his or its shares in favor of the
Merger. The description contained in this Item 5 of the transactions
contemplated by the Voting Agreements is qualified in its entirety by reference
to the full text of the Voting Agreements, a form of which has been filed as
Exhibit 5.3 (incorporated by reference to Exhibit 4.2 to the 13D).
A registration statement relating to the Arris Common Stock to be issued
in connection with the Merger has not yet been filed with the SEC, nor has a
proxy statement relating to a vote of Sequana's shareholders on the Merger and a
vote of Arris' stockholders on the issuance of Arris Common Stock been filed
with the SEC. The Arris Common Stock may not be offered, nor may offers to
acquire such stock be accepted, prior to the time such a registration statement
becomes effective. This Report shall not constitute an offer to sell or the
solicitation of an offer to buy any Arris Common Stock or any other security,
and shall not constitute the solicitation of any vote with respect to the
Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
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5.1 Agreement and Plan of Merger and Reorganization dated as of November
2, 1997, by and among Arris Pharmaceutical Corporation, a Delaware
corporation, Beagle Acquisition Sub, Inc., a California corporation and a
wholly-owned subsidiary of Arris, and Sequana Therapeutics, Inc., a
California corporation.
Incorporated by reference to Exhibit 4.1 to the Schedule 13D
filed by Arris on November 12, 1997.
5.2 Press Release dated November 3, 1997 relating to the execution of the
Reorganization Agreement.
5.3 Form of Voting Agreement dated as of November 2, 1997, a
substantially similar version of which has been executed by and
between Arris Pharmaceutical Corporation, a Delaware
corporation, and each of Sequoia Capital VI, Sequoia Technology
Partners VI, Sequoia XXIII, Sequoia XXIV, Carlyle - Sequana
Investors II, L.P., Carlyle - Sequana Investors, LLC, Kevin J.
Kinsella, individually and as trustee for certain trusts, and
New Enterprise Associates VI.
Incorporated by reference to Exhibit 4.2 to the Schedule 13D
filed by Arris on November 12, 1997.
</TABLE>
3.
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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.
ARRIS PHARMACEUTICAL CORPORATION
Dated: November 11, 1997 By: /s/ Frederick J. Ruegsegger
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Name: Frederick J. Ruegsegger
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Title: Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
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SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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<S> <C> <C>
5.1 Agreement and Plan of Merger and Reorganization dated as of
November 2, 1997, by and among Arris Pharmaceutical Corporation, a
Delaware corporation, Beagle Acquisition Sub, Inc., a California
corporation and a wholly-owned subsidiary of Arris, and Sequana
Therapeutics, Inc., a California corporation.
Incorporated by reference to Exhibit 4.1 to the Schedule 13D filed
by Arris on November 12, 1997.
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5.2 Press Release dated November 3, 1997 relating to the execution of
the Reorganization Agreement.
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5.3 Form of Voting Agreement dated as of November 2,
1997, a substantially similar version of which has been
executed by and between Arris Pharmaceutical
Corporation, a Delaware corporation, and each of Sequoia
Capital VI, Sequoia Technology Partners VI, Sequoia
XXIII, Sequoia XXIV, Carlyle - Sequana Investors II,
L.P., Carlyle - Sequana Investors, LLC, Kevin J.
Kinsella, individually and as trustee for certain trusts, and
New Enterprise Associates VI.
Incorporated by reference to Exhibit 4.2 to the Schedule 13D filed
by Arris on November 12, 1997.
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5.
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EXHIBIT 5.2
Companies (ARRS) Page 1
ARRIS AND SEQUANA MERGE TO FORM NEW COMPANY, AXYS
PHARMACEUTICALS; DEAL VALUED AT $166 MILLION
November 3, 1997 6:07 AM EST
SOUTH SAN FRANCISCO and LA JOLLA, Calif.--(BUSINESS WIRE)--Nov. 3, 1997--Arris
Pharmaceutical Corporation (Nasdaq: ARRS) and Sequana Therapeutics Inc.
(Nasdaq: SQNA) of La Jolla, CA, announced today that they have signed a
definitive agreement pursuant to which Arris will acquire all of the
outstanding stock of Sequana for Arris Common Stock. Under the terms of the
agreement, Arris will issue 1.35 shares of Arris Common Stock for each share of
Sequana Common Stock, giving the transaction a value of approximately $166
million. The combined company will be named AxyS Pharmaceuticals, Inc. and will
trade on the Nasdaq National Market System. The acquisition will be accounted
for as a "purchase" and is expected to result in a substantial charge related
to "in-process" technology when the transaction is completed, which is
currently expected to take place in early 1998. The transaction is expected to
qualify as a tax-free reorganization. The transaction has been approved by the
Boards of Directors of both corporations. Certain stockholders owning
approximately 19% of the outstanding Common Stock of Sequana have agreed to
vote their shares in favor of the merger.
According to John Walker, Arris president and chief executive officer, "By
merging the two companies, we believe we have created the first biotechnology
company that has capabilities extending from gene-to-drug. The newly created
entity has not only the broadest but the deepest technology platform in the
biotechnology industry, encompassing genomics through chemistry and
pharmacology. Moreover, with this acquisition, we will be able to capture the
full value of drug discovery from novel therapeutic targets to novel drugs. In
addition, we intend to exploit multiple business opportunities represented in
combinatorial chemistry, pharmacogenomics, diagnostics, and new therapeutics."
Kevin Kinsella, president and chief executive officer of Sequana stated, "AxyS
Pharmaceuticals will be the only biotechnology company with critical mass
extending from genomics through to clinical development and, in my opinion, the
only company that has built the essential bridge to allow identification of the
genetic basis of a disease and design of compounds that will actually modulate
the gene or its protein by-products. With over 320 researchers and nearly 400
total employees, AxyS becomes one of the most highly enabled biotech companies
in the industry upon its formation. The strengths of the combined operations
provide powerful and new opportunities to identify novel drugs for novel
targets."
Walker noted that AxyS expects to retain sites at all existing Arris and
Sequana locations: in South San Francisco where Arris currently has a facility;
in La Jolla, the site of Sequana's headquarters as well as in Cambridge,
Massachusetts where Sequana's subsidiary, NemaPharm, Inc. is located. AxyS's
chief executive officer will be John Walker, chief executive officer of Arris.
The La Jolla and Cambridge units will be managed by Daniel Petree, executive
vice president of Arris who will assume the position of chief operating officer
of AxyS. Petree will relocate to La Jolla where research will be managed by
Dr. Timothy Harris, senior vice president, research at Sequana. Dr. Michael
Venuti, vice president, research and chief technical officer at Arris will
retain responsibility for the current small molecule research portfolio in
South San Francisco.
"The company we are creating brings together for the first time advanced
genomics techniques with state-of-the-art structure-based drug design,
combinatorial chemistry, medicinal chemistry, and clinical development
resources. Extending from genomics forward, AxyS has a uniquely enabled
platform and is a company significantly broadened in scope with respect to both
partnered and proprietary programs. Specifically, the collaborative programs
combining pharmaceutical leaders such as Glaxo Wellcome, Merck, SmithKline
Beecham, Boehringer-Ingelheim Corange (Roche), Bayer AG, Pharmacia & Upjohn,
Warner Lambert, Amgen, Abbott and others, represent an announced deal value of
more than $500 million. In addition, these programs are complementary.
Sequana's programs have been oriented to identifying the genetic basis of
disease; Arris' at creating small molecule compounds that inhibit proteases, the
protein products that are involved in many chronic disease," Walker added.
Morgan Stanley acted as advisor to Arris, while Lehman Brothers provided
financial advice to Sequana.
Sequana Therapeutics, Inc. is a leading genomics company that uses
industrial-scale gene finding technologies and functional genomics to develop
products aimed at diagnosing and treating common human disease. With
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Companies (ARRS) Page 2
ongoing gene discovery program in asthma, diabetes, obesity, osteoporosis,
schizophrenia and manic depression, and developing functional genomics programs
in Alzheimer's disease and other important disease areas, Sequana is
well-positioned to find disease-causing genes, determine their biological
function, and translate gene discoveries into novel and therapeutic products.
Arris Pharmaceutical uses an integrated drug discovery approach combining
structure-based drug design, combinatorial chemistry and its proprietary Delta
Technology to discover and develop small molecule therapeutics for existing
markets where available therapies have significant limitations. Arris' research
focus is protease-based discovery programs targeting the inhibition of enzymes
implicated in inflammatory and certain other diseases such as asthma, blood
clotting disorders, arthritis, osteoporosis, cancer and various infectious
diseases.
This release contains forward-looking statements that involve risks and
uncertainties. Factors that could cause or contribute to such differences
include, but are not limited to, the potential inability to complete the merger
as scheduled, or at all, potential problems associated with integrating the two
companies, including the risk that key employees will choose to leave,
acceptance of the combined companies by corporate partners and the market, as
well as those associated with the ongoing businesses of each Company as
discussed in the Annual Report on Form 10-K for the year ending December 31,
1996 for each Company.
(c)Business Wire. All rights reserved.
ADDITIONAL SOURCES OF INFORMATION
Tell Me More--From Infoseek
Company Profile--from E*Trade:ARRS, SONA
Stock Charts--From Quote.Com:ARRS, SONA
SEC Filings--From EDGAR Online; ARRS, SONA
Company Capsule--From Hoover's Online: ARRS, SONA
Quick Facts--From Market Guide: ARRS, SONA
