NEXSTAR PHARMACEUTICALS INC
8-K, 1997-07-29
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1
                     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 July 28, 1997
                      ---------------------------------
                      (Date of earliest event reported)

                        NeXstar Pharmaceuticals, Inc.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

Delaware                          0-23012                         84-1173453
- --------------------------------------------------------------------------------
(State or other              (Commission File                   (IRS Employer
jurisdiction of                   Number)                    Identification No.)
incorporation)

2860 Wilderness Place           Boulder, CO                         80301
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's Telephone Number, including area code:       (303) 444-5893
                                                   -----------------------------

                                     NA
- --------------------------------------------------------------------------------


<PAGE>   2

ITEM 5.  OTHER EVENTS

        On July 28, 1997, the Company sold $75 million of its 6 1/4%
Convertible Subordinated Debentures due 2004 in a private placement/Rule 144A
transaction.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

               Exhibit 1 - Press release dated July 28, 1997.

<PAGE>   3

                                  SIGNATURE

        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.


                                        NeXstar Pharmaceuticals, Inc.



                                        By  /s/ PATRICK J. MAHAFFY
                                            ----------------------------------
                                            Patrick J. Mahaffy
                                            President

Date July 28, 1997
<PAGE>   4

                                EXHIBIT INDEX


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Exhibit                                                             Numbered
Number              Description                                       Page
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<S>                 <C>                                           <C>
  1                 Press Release dated July 28, 1997
</TABLE>


<PAGE>   1

                 [NEXSTAR PHARMACEUTICALS, INC. LETTERHEAD]

                  NEXSTAR PHARMACEUTICALS SELLS $75 MILLION
                     CONVERTIBLE SUBORDINATED DEBENTURES


BOULDER, COLORADO, July 28, 1997 -- NeXstar Pharmaceuticals Inc. (NASDAQ:NXTR)
announced that it has, today, sold $75 million of its 6.25 percent Convertible
Subordinated Debentures due 2004 in a private placement/Rule 144A transaction.
The Debentures are convertible into common stock at a price of $16,875.

NeXstar Pharmaceuticals intends to use the net proceeds from the sale of the
Debentures to repay outstanding bank debt in the amount of $28.6 million and
for general corporate purposes. It is anticipated that the closing of the sale
will occur on or about July 31, 1997.

These debentures have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these debentures in any jurisdiction in which such
offer, solicitation or sale would be unlawful.

NeXstar Pharmaceuticals Inc. is an integrated pharmaceutical company engaged in
the discovery, development, manufacturing and commercial globalization of
products to treat life-threatening diseases, including cancer and infectious
diseases. The Company currently markets two drugs, AmBisome and DaunoXome. The
Company has headquarters in Boulder, Colo.; research, development and
manufacturing facilities in San Dimas, Calif.; Lakewood, Colo.; and Boulder;
and marketing subsidiaries worldwide.

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