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): February 25, 2000
ORPHAN MEDICAL, INC.
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(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 250,
13911 Ridgedale Drive,
Minnetonka, MN 55305 (952) 513-6900
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(Address of principal (zip code) (Registrant's telephone number,
executive offices) including area code)
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
As set forth in the Company's press releases dated February 22, 2000 and
February 25, 2000, and filed as Exhibits 99.2 and 99.3 hereto, the Company
announced two financing transactions.
Item 7. Financial Statements and Exhibits.
Exhibit 99.2 - Press release dated February 22, 2000
Exhibit 99.3 - Press release dated February 25, 2000
Exhibit 99.4 - Proforma Balance Sheet
<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: March 10, 2000 ORPHAN MEDICAL, INC.
/s/ John H. Bullion
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John H. Bullion
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
99.2 Press release dated February 22, 2000
99.3 Press release dated February 25, 2000
99.4 Proforma Balance Sheet
Exhibit 99.2
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
John Howell Bullion of Orphan Medical, Inc.
612-513-6900
ORPHAN MEDICAL COMPLETES $10.1 MILLION PRIVATE PLACEMENT
WITH ORBIMED ADVISORS LLC
MINNEAPOLIS -- February 22, 2000 -- ORPHAN MEDICAL, INC. (Nasdaq: ORPH)
announced today it has entered into a definitive purchase agreement for the sale
of 1.265 million shares of newly issued Common Stock to entities managed or
advised by OrbiMed Advisors LLC for $10.1 million. The purchase price was $8.00
per share. The Company has agreed to register the shares under the Securities
Act of 1933, as amended.
Proceeds of the investment are intended to fund working capital and the ongoing
development of Xyrem(R) (sodium oxybate) oral solution. 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.
OrbiMed Advisors LLC specializes in equity investments in health sciences
companies worldwide, with an emphasis on the biotechnology and pharmaceutical
sectors.
"We are pleased that OrbiMed Advisors is providing its support to Orphan
Medical's business," said John H. Bullion, Chief Executive Officer of Orphan
Medical. "This financing should allow us to execute our near term business plan,
including the submission of a New Drug Application (NDA) for Xyrem this Fall."
Orphan Medical, Inc. is dedicated to patients with inadequately treated and
uncommon diseases. To that end, the Company acquires, develops, and markets
products of high medical value for patients within selected strategic
therapeutic market segments. Orphan Medical's Internet Web Site address is
http://www.orphan.com.
###
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.
Exhibit 99.3
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
John Howell Bullion of Orphan Medical, Inc.
612-513-6900
ORPHAN MEDICAL COMPLETES ADDITIONAL
$1 MILLION FINANCING
MINNEAPOLIS -- February 25, 2000 -- ORPHAN MEDICAL, INC. (Nasdaq NMS: ORPH)
announced it has obtained $1 million in additional financing through a private
placement of 100,000 shares of newly issued Common Stock to the DG Lux Lacuna
Apo BioTech Fund, which is managed by Medical Strategy. This investment, priced
at $10.00 per share, follows a $10.1 million private placement earlier this week
with OrbiMed Advisors LLC and concludes the Company's current financing
activities. The Company has agreed to register the shares under the Securities
Act of 1933, as amended.
Medical Strategy of Dohlau, Germany, invests in biotechnology and medical device
companies worldwide. The DG Lux Lacuna Apo BioTech Fund invests primarily in
undervalued medium and smaller- capitalization biotechnology companies. This
investment increases this fund's existing holdings of Orphan Medical stock.
The $11.1 million in total gross proceeds from the two recent transactions will
fund working capital requirements as well as the ongoing development of Xyrem(R)
(sodium oxybate) oral solution. 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. The Company plans to submit a new drug application
(NDA) to the Food and Drug Administration (FDA) this fall.
Tucker Anthony Cleary Gull acted as the Company's agent and financial advisor.
Orphan Medical, Inc. is dedicated to patients with inadequately treated and
uncommon diseases. To that end, the Company acquires, develops, and markets
products of high medical value for patients within selected strategic
therapeutic market segments. Orphan Medical's Internet Web Site address is
www.orphan.com.
###
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.
Exhibit 99.4
ORPHAN MEDICAL, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
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1999 1999
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(unaudited) (proforma)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 205,678 $ 205,678
Available-for-sale securities 3,827,236 14,547,236
Other current assets 1,808,380 1,808,380
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Total current assets 5,841,294 16,561,294
Property and equipment, net 352,933 352,933
Other assets 46,951 46,951
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Total assets $ 6,241,178 $ 16,961,178
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Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 564,102 $ 564,102
Accrued expenses 2,115,868 2,115,868
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Total current liabilities 2,679,970 2,679,970
Commitments -- --
Shareholders' equity:
Convertible preferred stock 111 111
Common stock 66,062 79,712
Additional paid-in capital 43,743,664 54,450,014
Accumulated deficit (40,243,874) (40,243,874)
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3,565,963 14,285,963
Unrealized gain (loss) on available-for-sale securities (4,755) (4,755)
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Total shareholders' equity 3,561,208 14,281,208
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Total liabilities and shareholders' equity $ 6,241,178 $ 16,961,178
============ ============
</TABLE>
The proforma balance sheet at December 31, 1999 reflects the February 2000 sales
of 1,365,000 newly issued shares of common stock for net proceeds of
$10,720,000, as if the transactions had occurred as of that date.
