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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 18, 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 of (Commission (I.R.S. Employer
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 2. ACQUISITION OR DISPOSITION OF ASSETS
SuperGen, Inc. (the "Company") entered into a Convertible Secured Note,
Option and Warrant Purchase Agreement dated as of June 17, 1997 (the
"Agreement") with Tako Ventures, LLC ("Purchaser") and, solely as to Sections
5.3 and 5.5 thereof, Lawrence J. Ellison ("Ellison"). Pursuant to the
Agreement, Purchaser originally invested $15,300,000 in the Company in the
form of a convertible note which subsequently converted into 1,700,000 shares
of Company common stock, and Purchaser received an option (the "Option") to
purchase up to an additional 850,000 shares of the Company's common stock
(subject to adjustment) at an option exercise price of $9.00 per share,
exercisable prior to January 31, 1998. Purchaser also received a right to
receive, at the time of the option exercise, a warrant (the "Warrant") to
purchase that number of shares of Company common stock equal to 50% of the
number of shares purchased upon exercise of the Option at a warrant exercise
price of $13.50 per share and exercisable at any time prior to June 17, 2007.
The Warrant issued in connection with the exercise of the Option may be
redeemed for $0.25 per Warrant if the market price of the Company's common
stock (as adjusted) exceeds $27.00 for a specified period of time.
On November 6, 1997, Purchaser delivered notice to the Company indicating
its intent to exercise the Option. On November 18, 1997, Purchaser exercised
its Option to purchase 850,000 shares of Company common stock. In connection
with the Option exercise, Purchaser also received a Warrant to purchase
425,000 additional shares of Company common stock. The valuation of the
securities sold to Purchaser was determined based on arms-length negotiation
with reference to the market price of the Company's common stock at the time
an agreement in principle specifying the terms was reached. Ellison controls
and is beneficial owner of Purchaser and, as contemplated by the Agreement,
Ellison has become a director of the Company.
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) 10.1 Convertible Secured Note, Option and Warrant Purchase
Agreement dated June 17, 1997 among the Company, Tako
Ventures, LLC and, solely as to Sections 5.3 and 5.5
thereof, Lawrence J. Ellison.
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(a) Incorporated by reference from the Company's Report on Form 8-K filed with
the Securities and Exchange Commission on July 2, 1997. Exhibit 10.1 is
incorporated by reference to Exhibit 99.1 of the Company's Report on Form
8-K.
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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: December 3, 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) 10.1 Convertible Secured Note, Option and Warrant
Purchase Agreement dated June 17, 1997 among the
Company, Tako Ventures, LLC and, solely as to
Sections 5.3 and 5.5 thereof, Lawrence J. Ellison.
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(a) Incorporated by reference from the Company's Report on Form 8-K filed with
the Securities and Exchange Commission on July 2, 1997. Exhibit 10.1 is
incorporated by reference to Exhibit 99.1 of the Company's Report on Form
8-K.
