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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 3, 1997
SuperGen, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-27628 91-1841574
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization File Number) Identification No.)
Two Annabel Lane, Suite 220, San Ramon, California 94583
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 327-0200
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ITEM 5. OTHER EVENTS
On November 3, 1997, SuperGen, Inc., a California corporation ("SuperGen
California") merged into SuperGen, Inc., a Delaware corporation (the
"Company") to effect a reincorporation into Delaware. Pursuant to the
Agreement and Plan of Merger between the Company and SuperGen California, (i)
each share of SuperGen California's Common Stock, $0.001 par value (the
"SuperGen California Common Stock"), was automatically converted into one
share of the Company's common stock, $0.001 par value (the "Common Stock"),
on the effective date of the merger and (ii) each outstanding and unexercised
option or other right to purchase or security convertible into SuperGen
California Common Stock became an option or right to purchase or a security
convertible into the Company's Common Stock on the basis of one share of the
Company's Common Stock for each share of SuperGen California Common Stock
issuable pursuant to any such option, stock purchase right or convertible
security, on the same terms and conditions and at an exercise price per share
equal to the exercise price applicable to any such SuperGen California
option, stock purchase right or convertible security. Pursuant to the
Agreement and Plan of Merger between the Company and SuperGen California, the
Company succeeded by operation of law to all of the assets and liabilities of
SuperGen California.
This description is a summary only and is qualified by reference in its
entirety to the documents filed.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial Statements: not applicable.
b. Pro Forma Financial Information: not applicable.
c. Exhibits:
(a) 2.1 Agreement and Plan of Merger between the Company and
SuperGen California, dated November 3, 1997.
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(a) Incorporated by reference from the Company's Proxy Statement filed with
the Securities and Exchange Commission on April 25, 1997. Exhibit 2.1
is incorporated by reference to Exhibit A of the Company's Proxy
Statement.
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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.
SUPERGEN, INC.
Dated: November 17, 1997 By: /s/ Joseph Rubinfeld
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Joseph Rubinfeld, Ph.D.
Chief Executive Officer, President
and Director
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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(a) 2.1 Agreement and Plan of Merger between the Company
and SuperGen California, dated November 3, 1997.
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(a) Incorporated by reference from the Company's Proxy Statement filed with
the Securities and Exchange Commission on April 25, 1997. Exhibit 2.1
is incorporated by reference to Exhibit A of the Company's Proxy
Statement.
