<PAGE>
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
December 22, 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
--------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
TWO ANNABEL LANE, SUITE 220, SAN RAMON, CALIFORNIA 94583
-------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (925) 327-0200
<PAGE>
ITEM 5. ABBOTT AND SUPERGEN SIGN WORLDWIDE SALES AND DISTRIBUTION
AGREEMENT FOR CHEMOTHERAPY COMPOUND RUBITECAN.
Under the terms of the agreement, Abbott will make an initial
equity investment in SuperGen. Additional equity investments, cash milestones
and option exercises are contemplated over the life of the agreement. Abbott
will have exclusive distribution and promotion rights for rubitecan outside
the United States and co-promotion rights with SuperGen for rubitecan within
the United States. In addition, pursuant to a separate distribution
agreement, Abbott will become the exclusive U.S. distributor for
Nipent-Registered Trademark-, SuperGen's currently marketed product for the
treatment of hairy cell leukemia. SuperGen retains U.S. marketing rights for
Nipent.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press release dated December 22, 1999.
--------------------
- 2 -
<PAGE>
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: December 23, 1999 By: /s/ Joseph Rubinfeld
-------------------------------
Joseph Rubinfeld, Ph.D.
Chief Executive Officer, President
and Director
- 3 -
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99.1 Press release dated December 22, 1999.
</TABLE>
- 4 -
<PAGE>
EXHIBIT 99.1
ABBOTT AND SUPERGEN SIGN WORLDWIDE SALES AND DISTRIBUTION AGREEMENT FOR
CHEMOTHERAPY COMPOUND RUBITECAN
ABBOTT PARK, Ill. and SAN RAMON, Calif., Dec. 22 /PRNewswire/ --Abbott
Laboratories (NYSE: ABT) and SuperGen Inc. (Nasdaq: SUPG, SUPGW & SUPGZ)
today announced the signing of a worldwide sales and marketing agreement for
the cancer drug rubitecan.
Rubitecan is an oral chemotherapy compound in the camptothecin class and
is currently in Phase III studies for the treatment of pancreatic cancer.
Pancreatic cancer is associated with high patient mortality causing more than
75,000 deaths annually in the United States and Europe. It is the fourth
leading cause of death by cancer in the United States with an average
survival rate of four to five months following diagnosis at an advanced stage.
"Rubitecan is a potentially valuable addition to our Oncology franchise.
Clinical data suggest that rubitecan has the potential to become a safe and
effective therapy for the treatment for pancreatic cancer, a disease for
which there are limited treatment options available," said Richard A.
Gonzalez, senior vice president, hospital products at Abbott Laboratories.
"Furthermore, feedback from patients and clinicians worldwide has indicated a
great need for an oral chemotherapy alternative."
"Completing this agreement with Abbott is certainly an historic
milestone in our continuing mission to build an independent pre-eminent
cancer-fighting company," said Joseph Rubinfeld, Ph.D., chairman and chief
executive officer of SuperGen. "As one of the world's largest health care
companies, Abbott possesses the resources to ensure significant global market
penetration of rubitecan upon regulatory approval. This agreement allows
SuperGen to maintain its considerable U.S. presence and oncology franchise."
Under the terms of the agreement, Abbott will make an initial equity
investment in SuperGen. Additional equity investments, cash milestones and
option exercises are contemplated over the life of the agreement. Abbott will
have exclusive distribution and promotion rights for rubitecan outside the
United States and co-promotion rights with SuperGen for rubitecan within the
United States. In addition, Abbott will become the exclusive U.S. distributor
for Nipent-Registered Trademark-, SuperGen's currently marketed product for
the treatment of hairy cell leukemia. SuperGen retains U.S. marketing rights
for Nipent.
Rubitecan is currently being studied at more than 200 clinical sites for
the treatment of pancreatic cancer. SuperGen has previously reported that it
expects to initiate clinical trials of rubitecan for additional tumor types.
Under the agreement announced today, SuperGen will be responsible for funding
clinical development of a pancreatic claim for the drug.
Abbott Laboratories is a global, diversified, health care company
devoted to the discovery, development, manufacture and marketing of
pharmaceutical, diagnostic, nutritional and hospital products. The company
employs 56,000 people and markets its products in more than 130 countries.
<PAGE>
In 1998, the company's sales and net earnings were $12.5 billion and $2.3
billion, respectively, with diluted earnings per share of $1.51.
Abbott's news releases and other information are available on the
company's Web site at www.abbott.com.
Based in San Ramon, California, SuperGen is a pharmaceutical company
dedicated to the development and commercialization of products to treat
life-threatening diseases, particularly cancer.
This press release 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, and are subject to
the safe harbors created thereby. Such statements, including, those regarding
the "expected" safety profile of camptothecin compounds, the "promising"
nature and "potential" of camptothecin compounds and the "suggestion" of
reduced side effects of camptothecin compounds, involve certain risks and
uncertainties inherent with research in the biotechnology/pharmaceutical
field. Actual results could differ materially from those projected in the
"forward-looking" statements as a result of further study and clinical
trials. Further information on potential factors that could affect SuperGen's
financial results is 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-K for the fiscal year ended December 31, 1998 and on Form 10-Q for
the quarter ended September 30, 1999).
- 6 -
