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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
March 18, 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 (Commission (I.R.S. Employer
of 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 2. ACQUISITION OR DISPOSITION OF ASSETS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS CURRENT REPORT
ON FORM 8-K (THE "REPORT") CONTAINS FORWARD-LOOKING STATEMENTS THAT KNOWN
AND UNKNOWN INVOLVE RISKS AND UNCERTAINTIES. IN PARTICULAR, SEE THE SECTION
ENTITLED "RISK FACTORS" IN THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED AS
PART OF THE REGISTRATION STATEMENT ON FORM S-4 (NO. 333-68013) DECLARED
EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") ON
FEBRUARY 11, 1999.
Montana Acquisition Sub, Inc., a Delaware corporation ("Merger Sub"),
which was a wholly owned subsidiary of Megabios Corp., a Delaware corporation
("Megabios"), was merged with and into GeneMedicine, Inc., a Delaware
corporation ("GeneMedicine"), pursuant to an Agreement and Plan of Merger and
Reorganization, as amended, dated as of October 24, 1998, among Megabios,
Merger Sub, and GeneMedicine (the "Agreement"). The terms of the Agreement
were determined through arms' length negotiations between Megabios and
GeneMedicine.
The merger of Merger Sub with and into GeneMedicine (the "Merger") became
effective at the time of the filing of a Certificate of Merger with the
Delaware Secretary of State on March 18, 1999 (the "Effective Time").
Approximately 66.2% of the outstanding shares of GeneMedicine common stock,
par value $.001 per share ("GeneMedicine Common Stock"), approved the
Agreement and the Merger and approximately 60.1% of the outstanding shares of
Megabios common stock, par value $.001 per share ("Megabios Common Stock"),
approved the issuance of Megabios Common Stock in connection with the Merger.
Of the GeneMedicine Common Stock eligible to vote on the approval of the
Agreement and the Merger, approximately 0.78% voted against the Agreement and
the Merger and approximately 0.25% abstained. Of the Megabios Common Stock
eligible to vote on the issuance of Megabios Common Stock in connection with
the Merger, approximately 0.08% voted against the issuance and approximately
0.05% abstained.
At the Effective Time: (i) Merger Sub ceased to exist; (ii) GeneMedicine, as
the surviving corporation in the Merger, became a wholly owned subsidiary of
Megabios; and (iii) subject to the provisions of the Agreement relating to
the payment of cash in lieu of fractional shares, each share of GeneMedicine
Common Stock outstanding immediately prior to the Effective Time was
converted into the right to receive 0.5710 shares of Megabios Common Stock.
In addition, pursuant to the Agreement, at the Effective Time, all rights
with respect to Megabios options and warrants then outstanding were converted
into and became rights with respect to Megabios Common Stock, and Megabios
assumed each such outstanding GeneMedicine option and warrant in accordance
with the terms of such option and warrant. By virtue of the assumption by
Megabios of such GeneMedicine options and warrants, from and after the
Effective Time: (i) each GeneMedicine option or warrant assumed by Megabios
may be exercised solely for Megabios Common Stock; (ii) the number of
shares of Megabios Common Stock subject to each such GeneMedicine option or
warrant is equal to the number of shares of GeneMedicine Common Stock subject
to such option or warrant immediately prior to the Effective Time multiplied
by 0.5710 (the exchange ratio in the Merger), rounded down to the nearest
whole share (with cash, less the applicable exercise price, being payable for
any fraction of a share); and (iii) the per share exercise price under each
such GeneMedicine option or warrant was adjusted by dividing the per share
exercise price under such GeneMedicine option or warrant by 0.5710 and
rounding up to the nearest cent.
The former stockholders of GeneMedicine are receiving approximately 9,100,000
shares of Megabios Common Stock pursuant to the Merger. In addition,
outstanding GeneMedicine options and warrants were converted into and become
rights with respect to approximately 1,800,000 shares of Megabios Common
Stock. With respect to the GeneMedicine options, Megabios assumed each such
option in accordance with the terms of the stock option plan under which it
was issued and the stock option agreement by which it is evidenced.
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 by Megabios in the
Registration Statement on Form S-4 (Registration No. 333-68013), as amended,
on February 10, 1999.
(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 is incorporated by
reference to such pro forma financial information as filed with the
Commission by Megabios in the Registration Statement on Form S-4
(Registration No. 333-68013), as amended, on February 10, 1999.
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(c) Exhibits
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization, as amended,
dated as of October 24, 1998, among Megabios Corp., a Delaware
corporation, Montana Acquisition Sub, Inc., a Delaware
corporation, and GeneMedicine, Inc., a Delaware corporation
(incorporated by reference to Exhibit 99.1 to Megabios Corp.'s
Quarterly Report on Form 10-Q filed with the Commission on
November 13, 1998).
23.1 Consent of Arthur Andersen LLP, independent public accountants
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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: March 31, 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
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization, as amended,
dated as of October 24, 1998, among Megabios Corp., a Delaware
corporation, Montana Acquisition Sub, Inc., a Delaware
corporation, and GeneMedicine, Inc., a Delaware corporation
(incorporated by reference to Megabios Corp.'s Exhibit 99.1 to
Quarterly Report on Form 10-Q filed with the Commission on
November 13, 1998).
23.1 Consent of Arthur Andersen LLP, independent public accountants
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Exhibit 23.1
CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K of Megabios Corp. of our report dated February 17,
1998, on the financial statements of GeneMedicine, Inc., as of December 31,
1997, and for each of the three years in the period ended December 31, 1997,
included in the Form S-4 Registration Statement of Megabios Corp. (File No.
333-68013). It should be noted that we have not audited any financial
statements of GeneMedicine, Inc. subsequent to December 31, 1997, or
performed any audit procedures subsequent to the date of our report.
Arthur Andersen LLP
Houston, Texas
March 29, 1999
