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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
September 20, 1999
Date of Report (Date of earliest event reported):
SUPERGEN, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27628 91-1841574
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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: (925) 327-0200
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ITEM 5. WARRANT REDEMPTION
As of September 20, 1999, the closing bid price of SuperGen, Inc. common
stock for the preceding twenty consecutive trading days exceeded $18.00 per
share. Under the terms of the Warrant Agreement, dated March 12, 1996, between
us and ChaseMellon Shareholder Services LLC (the successor to First Interstate
Bank of California), on September 20, 1999 we were entitled to give notice of
the redemption of warrants issued under the Warrant Agreement (the "Warrants")
that are outstanding at a time at least thirty days from the date of our
redemption notice. Accordingly, on September 20, 1999 we gave notice to all
Warrant holders and to ChaseMellon Shareholder Services LLC that we will redeem
all outstanding Warrants on April 16, 2000. All rights of Warrant holders other
than the right to receive the redemption price per Warrant equal to $0.25 per
Warrant will terminate from and after April 16, 2000. Our providing notice of
the redemption of the Warrants does not preclude the earlier exercise of a
Warrant by a Warrant holder as permitted under the terms of the Warrant
Agreement. The Warrants are listed for trading on the Nasdaq National Market
under the symbol "SUPGW."
ITEM 7.FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press release dated September 23, 1999.
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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.
SUPERGEN, INC.
Date: October 4, 1999 By: /s/ Joseph Rubinfeld
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Joseph Rubinfeld, Ph.D.
Chief Executive Officer, President
and Director
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated September 23, 1999
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EXHIBIT 99.1
SuperGen Calls Warrants For Redemption in April 2000
Company provides 210-day redemption notice period, instead of minimum
30-day period
SAN RAMON, Calif., Sept. 23 /PRNewswire/ -- SuperGen Inc. (Nasdaq: SUPG &
SUPGW) announced today that it has called its warrants for redemption. As of
September 20, 1999, the closing bid price of the Company's common stock for the
preceding 20 consecutive trading days exceeded $18.00 per share. Under the
terms of the Warrant Agreement, the Company was entitled to redeem the warrants
as soon as 30 days from the date of a redemption notice.
On September 20, 1999, the Company gave notice that it will redeem all
outstanding warrants on April 16, 2000. Under the terms of terms of the Warrant
Agreement, all rights of warrant holders, other than the right to receive the
redemption price equal to $0.25 per warrant, will terminate from and after
April 16, 2000. This action does not preclude the earlier exercise of a warrant
by a warrant holder as permitted under the terms of the Warrant Agreement.
Subsequent to the news release of September 14, 1999, the Company has
completed an $8,250,000 private placement to institutional investors led by the
Tail Wind Fund, Ltd., a worldwide investor in emerging growth companies.
"This private placement further strengthens our balance sheet and reinforces
our previous decision to extend the warrant redemption period to 210 days,"
said Joseph Rubinfeld, Ph.D., chairman and chief executive officer of SuperGen.
Based in San Ramon, California, SuperGen is a pharmaceutical company
dedicated to the development and commercialization of products intended to
treat life-threatening diseases, particularly cancer.
This press release contains "forward-looking" statements within the meaning
of Section 21A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe harbors
created thereby. Such statements include, without limitation, statements
relating to the Company's financial condition and involve certain risks and
uncertainties associated with financial projections generally and with an
emerging pharmaceutical company. Actual results could differ materially from
those projected in the "forward-looking" statements as a result of product
portfolio risks (including risks in obtaining governmental approval), and other
risk factors discussed in SuperGen's reports on file with the U.S. Securities
and Exchange Commission (including but not limited to the report on Form 10-Q
for the quarter ended June 30, 1999).
