SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 11, 2000
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VION PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26534 13-3671221
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4 Science Park, New Haven, CT 06511
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 498-4210
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On February 11, 2000, we called for redemption on March 13, 2000 our
outstanding Class A warrants for cash at the redemption price of $.05 per
warrant. After 5:00 p.m. New York time on March 10, 2000 (one business day prior
to the date set for redemption) the Class A warrants will no longer be
exercisable and the holders will only have the right to receive the redemption
price.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
4.1 Notice of Redemption and Letter to Class A warrant holders.
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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.
VION PHARMACEUTICALS, INC.
Date: February 11, 2000 By: /s/ Alan Kessman
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Name: Alan Kessman
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
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4.1 Notice of Redemption and Letter to Class A warrant holders,
EXHIBIT 4.1
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NOTICE OF REDEMPTION
OF
CLASS A WARRANTS
To the Holders of Outstanding
Class A Warrants of Vion Pharmaceuticals, Inc.
We hereby give notice that we are redeeming all of our
outstanding Class A warrants on March 13, 2000. We are exercising this right
pursuant to the terms of the warrant agreement dated as of August 14, 1995
governing our Class A warrants.
TERMS OF REDEMPTION; CESSATION OF RIGHTS
Redemption Date: March 13, 2000
Redemption Price: $.05 per Warrant
The right of our Class A warrant holders to exercise their
warrants to purchase shares of our common stock and Class B warrants will
terminate at 5:00 p.m. New York time on March 10, 2000 (one business day prior
to the Redemption Date). After such time, holders of Class A warrants will have
no rights except to receive, upon surrender of their warrants, the Redemption
Price. The Redemption Price is substantially less than either (i) the current
market price of the shares of common stock and Class B warrants receivable upon
exercise of the Class A warrants or (ii) the current price that could be
obtained upon the sale of the Class A warrants in the open market.
REDEMPTION PROCEDURE
Payment of the amount to be received on redemption will be
made by us upon the presentation and surrender of the Class A warrants for
payment at any time on or after the Redemption Date. To surrender Class A
warrants for redemption, holders should deliver certificates representing their
Class A warrants to American Stock Transfer & Trust Company, our warrant agent,
at the following address:
American Stock Transfer & Trust Company
40 Wall Street - 46th Floor
New York, New York 10005
Telephone: (718) 921-8100
EXERCISE PROCEDURE (EXPIRES 5:00 P.M. NEW YORK TIME ON MARCH 10, 2000)
In lieu of surrendering the warrants for redemption, Class A
warrant holders may, at their option, exercise their warrants to purchase our
common stock and Class B warrants.
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Each Class A warrant entitles the holder to purchase at a price of $4.63 one
share of common stock and one Class B warrant.
This is not a redemption of our Class B warrants. The Class B
warrants may be exercised at any time prior to their expiration or redemption.
Each Class B warrant entitles the holder to purchase one share of our common
stock at a price of $6.23.
The Class A warrants may be exercised by delivery of the Class
A warrant certificates to American Stock Transfer and Trust Company at the
address set forth above under "Redemption Procedure" accompanied by a bank or
certified check made payable to Vion Pharmaceuticals, Inc. for the full amount
of the Exercise Price ($4.63 for each warrant exercised). The subscription form
on the reverse side of each warrant must be completed in full and signed by the
warrant holder and the signature guaranteed by an eligible institution. The
method of delivery of the warrant certificates is at the option and risk of the
holder, but if mail is used, registered mail properly insured is suggested.
The warrant certificate and the payment of the Exercise Price
must be received by the warrant agent prior to 5:00 p.m. New York time on March
10, 2000. Warrants which are received after such date will not be exercised, but
will be redeemed. Provided that a notice of exercise and payment is received by
the warrant agent prior to 5:00 p.m. New York time on March 10, 2000,
broker-dealers shall have three business days to deliver warrant certificates to
the warrant agent.
ANY WARRANT RECEIVED WHICH IS NOT ACCOMPANIED BY PAYMENT OF
THE EXERCISE PRICE OR WHICH IS RECEIVED WITHOUT THE SUBSCRIPTION FORM HAVING
BEEN COMPLETED AND SIGNED WILL BE DEEMED TO HAVE BEEN DELIVERED FOR REDEMPTION,
AND NOT FOR EXERCISE.
SOLICITATION AGENT
Representatives of D.H. Blair Investment Banking Corp. ("D.H. Blair")
are available to assist holders in the exercise of their Class A Warrants. To
receive such assistance, please contact David Nachamie at (212) 495-4105 or
Martin A. Bell at (212) 495-4594. Pursuant to the terms of the warrant agreement
governing the Class A and Class B warrants, we must pay a 5% fee to D.H. Blair
for each Class A warrant and each Class B warrant that is exercised if the
exercise is solicited by D.H. Blair (a portion of this fee may be re-allowed by
D.H. Blair to other dealers who solicit the exercise).
INFORMATION AGENT
The Company has retained an information agent for the exercise
and/or redemption of the warrants. The information agent may be reached at:
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt, New Jersey 07072
Telephone: 1-877-842-2409
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IMPORTANT - IMMEDIATE ACTION REQUIRED
February 11, 2000
Dear Class A Warrant Holder:
Vion Pharmaceuticals, Inc. has called for redemption of all of
its outstanding Class A warrants for cash at the redemption price of $.05 per
warrant on March 13, 2000. A copy of the Notice of Redemption, a Prospectus and
our 1998 Annual Report is enclosed.
We are entitled to redeem the Class A warrants because we have
satisfied the condition of redemption - namely, that the average closing price
of our common stock exceeded $7.30 for a period of 30 consecutive business days
ending within 15 days of the date of this notice. The Class A warrants are
exercisable at an exercise price of $4.63 for one share of common stock and one
Class B warrant. After 5:00 p.m., New York time on March 10, 2000, the Class A
warrants will no longer be exercisable for shares of common stock and you will
only have the right to receive the redemption price.
We urge you to consider the following two alternatives to
redemption which are available to you and which may be more beneficial to you
than redemption:
1. Exercise of the Class A warrants.
Each Class A warrant is exercisable at an exercise price of
$4.63 for one share of our common stock and one Class B warrant. The closing
price of our common stock as reported by the Nasdaq National Market ranged from
a high of $15.25 to a low of $5.88 during the period from December 30, 1999
through February 10, 2000. Current market quotations are available from the
Nasdaq National Market or your broker.
2. Sale of the Class A warrants in the open market.
The Class A warrants may be sold in the open market. The
closing price of our Class A warrants as reported by the Nasdaq SmallCap Market
ranged from a high of $19.13 to a low of $2.81 during the period from December
30, 1999 through February 10, 2000. You should consult your own broker as to the
procedure for selling your warrants and for current market quotations.
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The procedures for exercise and/or redemption of the warrants
are set forth in the accompanying Notice of Redemption.
Questions and requests for assistance should be directed to
our information agent, Corporate Investor Communications, Inc. at
1-877-842-2409.
Very truly yours,
VION PHARMACEUTICALS, INC.
/s/ Thomas E. Klein
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Thomas E. Klein
Vice President Finance and
Chief Financial Officer
