<PAGE>
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
Date of Report (Date of earliest event reported): April 29, 1999
VALENTIS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-22987 94-3156660
(Commission File No.) (IRS Employer Identification No.)
863A MITTEN ROAD
BURLINGAME, CALIFORNIA 94010
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 697-1900
(FORMERLY KNOWN AS MEGABIOS CORP.)
-------------------------
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ITEM 5. OTHER EVENTS.
Pursuant to a Certificate of Ownership and Merger filed with the Delaware
Secretary of State and declared effective on April 29, 1999, Valentis, Inc., a
wholly owned subsidiary of Megabios Corp., was merged with and into Megabios
Corp. In connection with the merger, the corporate name of Megabios Corp. has
been changed to "Valentis, Inc." Accordingly, all agreements, actions, filings
and reports made after April 29, 1999 shall bear the name "Valentis, Inc." The
symbol for Valentis' common stock as reported on the Nasdaq National Market,
effective May 5, 1999, is "VLTS." Further information is available in a press
release dated May 5, 1999, a copy of which is attached hereto as Exhibit 99.1
and the full text of which is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
3.1 Certificate of Ownership and Merger, merging Valentis, Inc., a
wholly owned subsidiary of Megabios Corp., with and into Megabios
Corp., as filed on April 29, 1999.
4.1 Specimen Common Stock Certificate.
99.1 Press Release dated April 30, 1999.
</TABLE>
2.
<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.
VALENTIS, INC.
Dated: May 13, 1999 By: /s/ Bennet L. Weintraub
-------------------------------
Bennet L. Weintraub
Vice President, Finance and Chief
Financial Officer
3.
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
VALENTIS, INC.
a Delaware corporation
INTO
MEGABIOS CORP.
a Delaware corporation
- -------------------------------------------------------------------------------
Pursuant to Section 253 of the
General Corporation Law of the State of Delware
- -------------------------------------------------------------------------------
Megabios Corp., a corporation organized and existing under the General
Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation owns all of the outstanding shares of
Valentis, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware.
SECOND: That this corporation, by the following resolutions of its Board
of Directors, duly adopted by Unanimous Written Consent pursuant to Section
141(f) of the General Corporation Law of the State of Delaware on the 23rd day
of April, 1999, determined to merge Valentis, Inc. into itself on the terms and
conditions set forth in such resolutions:
RESOLVED, that Valentis, Inc. be merged with and into
the Corporation and that the Corporation be the surviving
corporation in such merger;
FURTHER RESOLVED, that the merger shall become
effective upon the date and time of the filing of a
Certificate of Ownership and Merger with the Secretary of
State of the State of Delaware;
4.
<PAGE>
FURTHER RESOLVED, that upon the effectiveness of the
merger, the Corporation shall assume all of the liabilities
and obligations of Valentis, Inc.; and
FURTHER RESOLVED, that upon the effectiveness of the
merger, the name of the Corporation shall be changed to
"Valentis, Inc." and Article I of the Amended and Restated
Certificate of Incorporation of the Corporation shall be
amended to read as follows:
"I.
The name of the Corporation is Valentis, Inc."
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
5.
<PAGE>
IN WITNESS WHEREOF, this Certificate of Ownership and Merger is hereby
executed on behalf of the surviving Corporation, Megabios Corp., and attested to
by its officers thereunto duly authorized.
Dated as of April 29, 1999
MEGABIOS CORP.
By: /s/ Benjamin F. McGraw, III
------------------------------------
Benjamin F. McGraw, III
President and Chief
Executive Officer
ATTEST:
By: /s/ Patrick A. Pohlen
------------------------------------
Patrick A. Pohlen
Secretary
6.
<PAGE>
EXHIBIT 4.1
VALENTIS, INC.
COMMON STOCK COMMON STOCK
VLTS
THIS CERTIFICATE IS TRANSFERABLE IN
BOSTON, MA OR NEW YORK, NY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS AND A STATEMENT AS TO THE RIGHTS,
PREFERENCES, PRIVILEGES AND RESTRICTIONS ON SHARES
CUSIP 91913E 10 4
THIS CERTIFIES THAT _____________ IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE PER
SHARE, OF
VALENTIS, INC.
transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed.
This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
--------------------------------- ---------------------------------
SECRETARY CHAIRMAN, CHIEF EXECUTIVE OFFICER
AND PRESIDENT
COUNTERSIGNED AND REGISTERED:
---------------------------------
BankBoston, N.A.
TRANSFER AGENT AND REGISTRAR
BY
---------------------------------
AUTHORIZED SIGNATURE
<PAGE>
VALENTIS, INC.
A statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights as established, from time to time, by the
Certificate of Incorporation of the Corporation and by any certificate of
determination, the number of shares constituting each class and series, and
the designations thereof, may be obtained by the holder hereof upon request
and without charge from the Secretary of the Corporation at the principal
office of the Corporation.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of
survivorship and not as tenants
in common
COM PROP as community property
UNIF GIFT MIN ACT .........................
Custodian
(Cust)
.........................
(Minor)
under Uniform Gifts to Minors Act
..............................................
(State)
UNIF TRF MIN ACT .................
Custodian (until age ................)
(Cust)
............................
(Minor)
under Uniform Transfers to Minors Act
..............................................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,
hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
Shares of the common stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated
X
------------------------------
X
------------------------------
NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
- --------------------------------------
Signature(s) Guaranteed
By
------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
<PAGE>
EXHIBIT 99.1
[Valentis, Inc. Logo]
Contacts: VALENTIS, INC. BURNS MCCLELLAN, INC.
Bennet Weintraub Stephanie Diaz (investors)
CFO & Vice President, Finance (415) 352-6262
(650) 697-1900 x 214 BRIDGE TECHNOLOGY GROUP LLC
[email protected] David Berish (media)
(212) 554-4158
MEGABIOS CORP. CHANGES NAME TO VALENTIS INC.
FOR IMMEDIATE RELEASE
BURLINGAME, CALIF., MAY 5, 1999 - Megabios Corp. (NASDAQ:MBIO), which merged
with GeneMedicine, Inc. on March 18, 1999, today announced that it has changed
its name to Valentis, Inc. Effective this morning, the Company's new trading
symbol is VLTS. The stock continues to trade on the NASDAQ National Market
System.
Valentis, which is derived from a Latin term meaning healthy and strong, was
chosen by the Company's employees to provide a new identity for the ongoing
combined entity. The technology focus of Valentis will continue to be plasmid
based gene delivery and expression, and their applications in the development of
gene medicines for diseases with high, unmet medical needs.
Valentis, Inc. is a leader in the field of gene medicines. The Company develops
proprietary gene delivery systems and applies its preclinical and early clinical
development expertise to create gene-based products. The Company's core
technologies include multiple gene delivery and gene expression systems,
applicable to specific clinical targets. These technologies are covered by a
broad patent portfolio that includes issued U.S. and European claims. The
Company's commercial strategy is to enter into corporate partnerships for
full-scale clinical development and marketing and sales of products. The
Company currently has corporate partnerships with Eli Lilly, Glaxo Wellcome,
Roche, Merck, Heska and a manufacturing partnership with DSM Biologics.
Additional information can be found at WWW.VALENTIS.COM.
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 any
commercially viable gene-based therapeutic, that any of the programs will be
partnered with a pharmaceutical partner, that necessary regulatory approvals
will be obtained or that any clinical trials will be successful. The actual
results may differ from those projected in forward-looking statements 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, 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.
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