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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
February 10, 1999
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Date of Report (Date of earliest event reported)
MEGABIOS CORP.
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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 (I.R.S. Employer
incorporation) File Number) 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 5. OTHER EVENTS
Megabios Corp. ("Megabios") entered into an Agreement and Plan of
Merger and Reorganization, dated as of October 24, 1998 (the "Reorganization
Agreement"), among Megabios, Montana Acquisition Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Megabios ("Merger Sub"), and
GeneMedicine, Inc. ("GeneMedicine"), a Delaware corporation. Pursuant to the
Reorganization Agreement, and subject to the conditions set forth therein
(including approval by the stockholders of Megabios and GeneMedicine), Merger
Sub will be merged with and into GeneMedicine (the "Merger").
The Boards of Directors of Megabios and GeneMedicine approved and
executed that certain Amendment No. 1 to Agreement and Plan of Merger and
Reorganization, dated November 24, 1998 (the "Amendment"). Pursuant to the
terms of the Amendment, Megabios agreed to assume certain outstanding
warrants to purchase GeneMedicine common stock and GeneMedicine agreed that
its obligations under GeneMedicine's Employee Stock Purchase Plan (the
"Purchase Plan") will be settled and participants' rights under the Purchase
Plan will terminate prior to consummation of the Merger.
The Boards of Directors of Megabios and GeneMedicine approved and
executed that certain Amendment No. 2 to Agreement and Plan of Merger and
Reorganization, dated February 8, 1999 ("Amendment No. 2"), a copy of which
is attached hereto as Exhibit 99.1. Pursuant to the terms of Amendment No. 2,
the Reorganization Agreement may be terminated prior to the Effective Time
(as defined in the Reorganization Agreement), whether before or after
approval of the Merger by the stockholders of GeneMedicine, by either
Megabios or GeneMedicine if the Merger shall not have been consummated by
March 31, 1999.
1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Amendment No. 2 to Agreement and Plan of Merger and Reorganization
dated as of February 8, 1999, by and among Megabios Corp., a
Delaware corporation, Montana Acquisition Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Megabios Corp., and
GeneMedicine, Inc., a Delaware corporation.
2.
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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: February 10, 1999 MEGABIOS CORP.
By: /s/ Benjamin F. McGraw III
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Benjamin F. McGraw III
Chief Executive Officer
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EXHIBIT INDEX
99.1 Amendment No. 2 to Agreement and Plan of Merger and Reorganization
dated as of February 8, 1999, by and among Megabios Corp., a Delaware
corporation, Montana Acquisition Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Megabios Corp., and GeneMedicine, Inc., a
Delaware corporation.
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AMENDMENT NO. 2
TO AGREEMENT AND PLAN OF
MERGER AND REORGANIZATION
THIS AMENDMENT NO. 2 to Agreement and Plan of Merger and Reorganization
("Amendment") is made and entered into as of February 8, 1999, by and among
Megabios Corp., a Delaware corporation ("Megabios"), Montana Acquisition Sub,
Inc., a Delaware corporation ("Merger Sub"), and GeneMedicine, Inc., a Delaware
corporation ("GeneMedicine").
R E C I T A L S
WHEREAS, the parties hereto entered into that certain Agreement and Plan of
Merger, dated as of October 24, 1998 (the "Merger Agreement"), as amended on
November 24, 1998 (the "Prior Amendment"), pursuant to which Merger Sub will be
merged with and into GeneMedicine, with GeneMedicine surviving the Merger and
remaining as a wholly-owned subsidiary of Megabios (the "Merger"); and
WHEREAS, the parties hereto desire to amend the Merger Agreement to provide
that the Merger Agreement may be terminated prior to the Effective Time (as such
term is defined in the Merger Agreement), whether before or after approval of
the Merger by the stockholders of GeneMedicine, by either Megabios or
GeneMedicine if the Merger shall not have been consummated by March 31, 1999;
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 9.1(b) of the Merger Agreement is hereby amended in its
entirety to read as follows:
"(b) by either Parent or the Company if the Merger shall not have been
consummated by March 31, 1999 (unless the failure to consummate the Merger is
attributable to a failure on the part of the party seeking to terminate this
Agreement to perform any material obligation required to be performed by such
party at or prior to the Effective Time);"
2. All references in the Merger Agreement to the term "Agreement" shall be
deemed to refer to the Merger Agreement, as amended by the Prior
Amendment and this Amendment.
3. Except as specifically modified by this Amendment, the terms of the
Merger Agreement, as amended by the Prior Amendment, shall remain in
full force and effect.
4. This Amendment is made under, and shall be construed and enforced in
accordance with, the laws of the State of California applicable to
agreements made and to be performed solely therein, without giving
effect to principles of conflicts of law.
5. This Amendment may be executed in several counterparts, each of which
shall be deemed an original and all of which shall constitute one and
the same instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
the undersigned, thereunto duly authorized, as of the date first set forth
above.
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MEGABIOS CORP.
By: /s/ Benjamin F. McGraw, III
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Printed Name: Benjamin F. McGraw, III
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Title: Chairman, President & CEO
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MONTANA ACQUISITION SUB, INC.
By: /s/ Benjamin F. McGraw, III
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Printed Name: Benjamin F. McGraw, III
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Title: Chairman, President & CEO
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GENEMEDICINE, INC.
By: /s/ Richard A. Waldron
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Printed Name: Richard A. Waldron
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Title: Vice President and Chief Financial Officer
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