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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
August 30, 1999
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Date of Report (Date of earliest event reported)
VALENTIS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-22987 94-3156660
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
863A MITTEN ROAD
BURLINGAME, CA 94010
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(Address of principal executive offices)
(650) 697-1900
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
EXPECT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS CURRENT
REPORT ON FORM 8-K (THE "REPORT") CONTAINS FORWARD-LOOKING STATEMENTS
THAT INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. IN PARTICULAR,
SEE THE SECTION ENTITLED "RISK FACTORS" IN THE REGISTRATION STATEMENT
ON FORM S-4 (NO. 333-82301) DECLARED EFFECTIVE BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") ON AUGUST 12, 1999.
PolyMASC Pharmaceuticals plc, a biotechnology company organized under English
law ("PolyMASC"), was acquired by Valentis, Inc. a Delaware corporation
("Valentis"), pursuant to an Ordinary and Deferred Share Offer (the "Offer")
declared unconditional in all respects on August 27, 1999. Pursuant to the
Offer, each issued ordinary share of PolyMASC for which acceptances of the
Offer have been received was exchanged for 0.209 of a share of Valentis
Common Stock and each issued deferred share of PolyMASC for which acceptances
of the Offer have been received was exchanged for 1p per share. The terms of
the Offer were determined through arms' length negotiations between Valentis
and PolyMASC. The former ordinary shareholders of PolyMASC are receiving
approximately 4,400,000 shares of Valentis Common Stock pursuant to the
Offer and the former deferred shareholders of PolyMASC are receiving
approximately L500 pursuant to the Offer. A press release relating to the
transaction is attached hereto as Exhibit 99.1.
In addition, pursuant to the Offer, all rights with respect to PolyMASC share
options will be converted into and became rights with respect to Valentis
Common Stock. By virtue of the conversion of such PolyMASC options (i) the
number of shares of Valentis Common Stock subject to each such PolyMASC option
will be equal to the number of PolyMASC shares subject to such option
multiplied by 0.209, rounded down to the nearest whole share; and (ii) the
per share exercise price under each such PolyMASC option will be adjusted by
dividing the per share exercise price under such PolyMASC option by 0.209 and
rounding up to the nearest cent.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the Business Acquired
(1) The required financial statements with respect to the acquired
business referred to in Item 2 of this Report are incorporated by reference
to such financial statements as filed with the Commission in the Registration
Statement on Form S-4 (Registration No. 333-82301), originally filed on July
2, 1999.
2
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(b) Pro Forma Financial Information
(2) The required pro forma financial information with respect to the
acquired business referred to in Item 2 of this report will be filed by
amendment.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
23.1 Consent of BDO Stoy Hayward
99.1 Press Release dated August 30, 1999
3
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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.
Date: September 10, 1999 VALENTIS, INC.
By: /s/ Bennet L. Weintraub
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Bennet L. Weintraub
Vice President, Finance and Chief
Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
23.1 Consent of BDO Stoy Hayward
99.1 Press Release dated August 30, 1999
5
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[LETTERHEAD]
PRIVATE AND CONFIDENTIAL
The Board of Directors 9 September 1999
Valentis Inc.
863A Mitten Road Our ref: 4900/RSH/RSH10318
Burlingame
CA 94010 Extension: 409
Dear Sirs
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation as exhibit to the form 8-K of Valentis, Inc.
of our report dated 25 May 1999 in connection with the financial statements of
PolyMASC Pharmaceuticals plc for the year ended 31 December 1998.
Yours faithfully
/s/ BDO Stoy Hayward
BDO Stoy Hayward
Reading, England
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Exhibit 99.1
[VALENTIS, INC. LETTERHEAD]
VALENTIS, INC. BURNS MCCLELLAN, INC. BRIDGE COMMUNICATIONS
Bennet Weintraub (CFO, VP Finance) Lisa Burns (investors) Jennifer LaVin (media)
(650) 697-1900 x.214 (415) 352-6262 (212) 554-4158
[email protected] [email protected] [email protected]
For Immediate Release
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VALENTIS AND POLYMASC COMPLETE MERGER
BURLINGAME, CALIF., AUGUST 30, 1999 -- Valentis, Inc. (NASDAQ:VLTS) (formerly
Megabios Corp.) and PolyMASC Pharmaceuticals plc (London AIM:PCP) announced
today the completion of the merger of the two companies. Under British law, the
Ordinary and Deferred Share Offers for PolyMASC shares have been declared
unconditional in all respects, allowing the merger to close. A Registration
Statement on Form S-4 for the new Valentis Common Stock to be issued as
consideration under the Ordinary Share Offer has been filed with the Securities
and Exchange Commission and declared effective.
"With the merger of Valentis and PolyMASC, Valentis has strengthened its
technology platforms, added additional outstanding partners and has a more
diversified portfolio of products in clinical and preclinical development," said
Benjamin F. McGraw, III, Chairman, President and CEO of Valentis. "The
acquisition of PolyMASC broadens Valentis' intellectual property portfolio in
biologics delivery, and positions us to take advantage of an untapped commercial
opportunity with significant growth potential."
The combined company will have a full range of delivery systems for biologic
products, including genes, proteins, peptides, peptidomimetics, antibodies and
replicating and non-replicating viruses. Valentis' focus on highly specific
methods of delivering genes for the production of therapeutic proteins led the
Company to recognize the substantial potential of biologics delivery. This
transaction gives Valentis a much more complete portfolio of delivery
technologies that should allow it to create new products and improved versions
of currently marketed products. It should also allow Valentis to solve safety,
efficacy and compliance issues with proteins and antibodies in development. The
merger also expands the Company's gene delivery technologies to include clearly
differentiated delivery systems for replicating and non-replicating viruses.
Valentis, Inc. (resulting from the merger of Megabios Corp., GeneMedicine, Inc.
and PolyMASC Pharmaceuticals plc) is a leader in the field of biologics
delivery. The Company develops proprietary technologies and applies its
preclinical and early clinical development expertise to create therapeutics. The
Company's core technologies include multiple gene delivery and gene expression
systems and PEGylation technologies designed to improved the safety, efficacy
and dosing characteristics of genes, proteins, peptides, peptidomimetics,
antibodies and replicating and non-replicating viruses. These technologies are
covered by a broad patent portfolio that includes issued U.S. and European
claims. Valentis' commercial strategy is to enter into corporate partnerships
for full-scale clinical development and marketing and sales of products.
Valentis currently has corporate partnerships with Roche, Eli Lilly, and Glaxo
Wellcome, Transkaryotic Therapies, Onyx Pharmaceuticals, Cangene and a
manufacturing partnership with DSM Biologics and Qiagen N.V. Additional
information about Valentis can be found at WWW.VALENTIS.COM.
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Statements in this press release that are not strictly historical are "forward
looking" statements as defined in the Private Securities Litigation Reform Act
of 1995. There can be no assurance that Valentis will be able to develop a
commercially viable gene-based therapeutic, that any of the programs will be
partnered with a pharmaceutical partner, that necessary regulatory approvals
will be obtained, that any clinical trials will be successful, or that PolyMASC
will be successfully integrated into the Company's operations. The actual
results may differ from those projected in the forward-looking statement due to
risks and uncertainties that exist in the Company's operations and business
environment. These are described more fully in the Megabios and GeneMedicine
Combined Proxy Statement dated February 12, 1999 and the Megabios and
GeneMedicine annual reports on Form 10-K for the periods ended June 30, 1998 and
December 31, 1997, respectively, filed with the Securities and Exchange
Commission.
