<PAGE>
Total Number of Pages: 3
--
UNITED STATES 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: December 23, 1998
Commission File Number: 0-26208
================================================================================
KERAVISION, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 77-0328942
(State of Incorporation) (I.R.S. Employer
Identification No.)
48630 MILMONT DRIVE
FREMONT, CA 94538
(Address of principal executive offices)
(510) 353-3000
(Registrant's telephone number)
<PAGE>
ITEM 5. OTHER EVENTS
On December 23, 1998, KeraVision, Inc. annouced to obtain approximately
$8 million cash by acquiring Transcend Therapeutics. Further details
regarding this announcement are contained in the Company's new release
dated December 23, 1998, attached as exhibit hereto and incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits:
99.11 KeraVision, Inc. News Release dated December 23, 1998.
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 thereunto duly authorized.
KERAVISION, INC.
/s/Mark Fischer-Colbrie
-----------------------
Mark Fischer-Colbrie
Vice President, Finance and
Administration and Chief Financial
Officer(Principal Financial and
Accounting Officer)
Date: December 23, 1998
3
<PAGE>
Exhibit 99.11
KeraVision To Obtain Approximately $8 Million Cash by Acquiring
Transcend Therapeutics
KeraVision To Use Cash for Market Development, Other Activities
Fremont, CA (December 23, 1998) -- KeraVision, Inc. (Nasdaq: KERA), a
vision correction company, said it has entered into a definitive merger
agreement to acquire Transcend Therapeutics, Inc. (Nasdaq: TSND) and
its anticipated net cash balance of about $8 million. Under the
agreement, Transcend will wind down its operations as a drug
development company and no Transcend employees will be retained after
the closing of the transaction.
According to the terms of the agreement, Transcend will become a wholly
owned subsidiary of KeraVision. Transcend stockholders will receive
shares of KeraVision common stock with a value equal to the amount of
net cash of Transcend as of the closing date plus a premium of between
20 percent and 30 percent, depending on the price of KeraVision stock
prior to the closing of the merger. Certain stockholders of Transcend
holding approximately 51 percent of the outstanding common stock of
Transcend have agreed to vote in favor of the merger. In addition,
KeraVision will be entitled to a breakup fee of $500,000 if the
agreement is terminated for certain reasons.
KeraVision, which began selling its initial vision correction
technology in Canada this year and is in late stages of FDA review to
possibly sell its technology in the U.S., said it will use the cash
from Transcend for market development activities in North America, to
pursue regulatory approvals for products under development, for
research and development and for working capital and general corporate
purposes.
KeraVision noted that the merger is subject to customary conditions
including approval by Transcend's stockholders.
KeraVision, founded in 1986, is creating a new category of non-laser
vision correction products that are designed especially for low to
moderate myopia (nearsightedness) and low to moderate hyperopia
(farsightedness). These products are potential alternatives to
eyeglasses, contact lenses and vision correction surgeries that
permanently alter the eye's central optical zone. The initial product
is the KeraVision (Registered Trademark) Ring for myopia, part of a
technology platform that the company believes will potentially treat
the most common forms of vision problems.
Except for the historical information, the matters discussed in this
news release are forward-looking statements. Actual results may differ
due to a variety of risks and uncertainties, including significant
unforeseen delays in the consummation of the merger, and other risk
factors disclosed in the filings of both companies with the Securities
and Exchange Commission.
For further information:
Investors: Mark Fischer-Colbrie (510) 353-3000
Media: Mick Taylor (510) 353-3075
KeraVision, Inc.
48630 Milmont Drive
Fremont, CA 94538-7353
Fax: (510) 353-3030
www.keravision.com
"Fax on Demand"
(800) 448-8559
KeraVision Ring and
ICR are registered
trademarks or trademarks
of KeraVision, Inc. in
the U.S. and foreign
countries
