SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 9, 1999
ORPHAN MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-24760 41-1784594
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(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification number)
Suite 475,
13911 Ridgedale Drive,
Minnetonka, MN 55305 (612) 513-6900
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(Address of principal executive (zip code) (Registrant's telephone number,
offices) including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
As set forth in the Company's press release dated August 2, 1999 and filed as
Exhibit 99.2 hereto, the Company announced a financing transaction with UBS
Capital.
Item 7. Financial Statements and Exhibits
Exhibit 99.2 - Press release dated August 2, 1999
<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.
Date: August 9, 1999 ORPHAN MEDICAL, INC.
/s/ John H. Bullion
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John H. Bullion
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
99.2 Press release dated August 2, 1999
Exhibit 99.2
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
John Howell Bullion of Orphan Medical, Inc.
612-513-6900
ORPHAN MEDICAL COMPLETES $5 MILLION PRIVATE PLACEMENT WITH UBS CAPITAL
MINNEAPOLIS -- August 2, 1999 -- ORPHAN MEDICAL, INC. (Nasdaq: ORPH) announced
today completion of a $5 million financing with UBS Capital ("UBS Capital"), a
subsidiary of UBS AG. The funding consists of $2.95 million of Series B
Convertible Preferred Stock and $2.05 million of debt. The Series B Preferred
Stock may be converted prior to August 2, 2009, into common shares at a price of
$6.50 per share. The debt carries an interest rate of 7.5% and matures on August
2, 2002.
In connection with the financing, UBS Capital also received two seven-year
warrants. One of the warrants entitles UBS Capital to receive, upon payment of
the $2.05 million exercise price, either $2.05 million of Series C Convertible
Preferred Stock (which is similar to the Series B Convertible Preferred Stock
and also has a conversion price of $6.50 per share) or 315,385 shares of Series
D Non-Voting Preferred Stock (which is equivalent to common stock except that it
has no voting rights). The Company can require the exercise of the warrants
under certain conditions. The other warrant, issued in relation to the debt,
entitles UBS Capital to purchase 282,353 shares of Series D Non-Voting Preferred
Stock at an exercise price of $4.25 per share.
The financing triggered antidilution provisions relating to the approximately $8
million of the Senior Preferred Stock acquired by UBS Capital in July 1998,
which resulted in a decrease in the conversion price of those shares from $8.50
to $8.14 per share.
Proceeds of the funding are intended to be used to further the marketing of
Busulfex(TM) (busulfan) Injection and the development of Xyrem(TM) (sodium
oxybate) oral solution. Busulfex is an intravenous form of busulfan intended for
use in combination with other drugs as a preparatory regimen in peripheral stem
cell or bone marrow transplants. The drug was approved by the Food and Drug
Administration (FDA) in February and has recently been approved in Canada. Xyrem
is intended as a treatment for cataplexy, a sudden loss of muscle control, which
is a serious symptom of narcolepsy, a chronic neurologic disorder.
"We are very pleased that UBS Capital is providing further support of our
efforts based on the Company's potential" said John H. Bullion, Chief Executive
Officer of Orphan Medical. "We expect to meet soon with the FDA to determine the
NDA submission requirements for Xyrem. This capital allows us to move as quickly
as possible depending on the outcome of that meeting."
Orphan Medical is a development stage company that acquires, develops, and
markets products of high medical value intended to address inadequately treated
or uncommon diseases of well-defined patient populations treated by health care
specialists. Orphan Medical's Internet Web Site address is http://www.orphan.com
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The information in this press release may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. A
number of factors could cause actual results to differ materially from the
Company's assumptions and expectations. These are set forth in the cautionary
statements included in Exhibit 99 to Orphan Medical's most recent Form 10-Q or
Form 10-K filed with the Securities and Exchange Commission. All forward-looking
statements are qualified by, and should be considered in conjunction with, such
cautionary statements.
