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Total Number of Pages: 3
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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: May 28, 1999
Commission File Number: 0-26208
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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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Transcend Therapeutics, Inc. Transaction
On May 28, 1999, pursuant to an Agreement and Plan of
Reorganization dated as of December 22, 1998 (the "Merger Agreement"),
by and among Keravision, Inc., a Delaware corporation ("KeraVision" or
the "Company"), KVTT Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of the Company ("KVTT") and Transcend
Therapeutics, Inc., a Delaware corporation ("Transcend"), the Company
acquired all of the capital stock of Transcend (the "Merger").
Pursuant to the Merger Agreement, KVTT merged with and into Transcend,
the separate corporate existence of KVTT ceased and Transcend survived
as a wholly owned subsidiary of the Company. Transcend's only material
asset is a net cash balance of approximately $8.4 million.
Pursuant to the terms of the Merger Agreement, at the effective
time of the Merger, each outstanding share of Transcend common stock was
converted into the right to receive approximately 0.16486 shares of
KeraVision common stock (the "Merger Shares"). Transcend stockholders
received approximately 980,000 shares of KeraVision common stock. The
exchange ratio formula consisted of a four-step calculation: determining
Transcend's net cash; adding a premium to Transcend's net cash; dividing
by the number of outstanding shares of Transcend common stock; and
dividing by the per-share value of the KeraVision common stock. The
exchange ratio formula involved three variables: the average closing
price of KeraVision's common stock over the ten trading days ending
three trading days before the close of the merger; Transcend's net cash;
and the number of shares of Transcend common stock outstanding when the
merger occurred. All options and warrants to purchase shares of
Transcend common stock were canceled at the effective time of the
Merger. The Merger Shares are registered under the Securities Act of
1933 on a registration statement on Form S-4.
Prior to this transaction, the Sprout Group and affiliated
entities beneficially owned approximately six percent of the outstanding
Transcend common stock and approximately 11 percent of the outstanding
KeraVision common stock. Philippe Chambon, one of Transcend's directors and
a general partner of the Sprout Group, abstained from voting as a director
on the Merger and the Merger Agreement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial statements at
the time of the filing of this report. The required financial
statements for the acquired business will be filed as an amendment to
this Form 8-K within 60 days.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma information at
the time of the filing of this report. The required pro forma
information will be filed as an amendment to this Form 8-K within 60
days
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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 thereunto duly authorized.
KERAVISION, INC.
/s/ Mark Fischer-Colbrie
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Mark Fischer-Colbrie
Vice President, Finance and
Administration and Chief Financial
Officer(Principal Financial and
Accounting Officer)
Date: June 11, 1999
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EXHIBIT INDEX
Exhibit
No. Description
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2.1 Agreement and Plan of Reorganization by and
among KeraVision, Inc., KVTT Acquisition
Corporation and Transcend Therapeutics, Inc.,
dated as of December 22, 1998 (filed as Annex A
contained in the Company's registration statement on
Form S-4 (File No. 333-77583) and
incorporated herein by reference)
99.1 Keravision, Inc. News Release dated June 6, 1999
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Exhibit 99.23
KeraVision Completes Acquisition of Transcend Therapeutics, Receives
Approximately $8 Million In Cash
KeraVision To Use Cash for Market Development, Other Activities
Fremont, CA (June 3, 1999) -- KeraVision, Inc. (Nasdaq: KERA), the
vision correction company, said it has completed the acquisition of
Transcend Therapeutics, Inc. (Nasdaq: TSND) and its net cash balance of
approximately $8.4 million. Transcend has terminated its activities as
a drug development company and now becomes a wholly owned subsidiary of
KeraVision. No Transcend employees were retained.
KeraVision, which in April received Food and Drug Administration
approval to sell its initial product, Intacs (trademark) to treat
myopia (nearsightedness), intends to use the cash 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.
Transcend stockholders received approximately 980,000 shares of
KeraVision common stock. The agreement was approved by Transcend
stockholders last week.
KeraVision, founded in 1986, is the developer of Intacs, the first FDA-
approved non-laser option for the surgical treatment of mild myopia
(nearsightedness). Intacs are a safe and convenient alternative to
eyeglasses, contact lenses and vision correction surgeries that
permanently alter the eye's central optical zone. The company's
patented technology platform is also being developed for the possible
treatment of other common vision problems including mild hyperopia
(farsightedness) and astigmatism.
Except for the historical information, the matters discussed in this
news release are forward-looking statements. Actual results may differ
materially due to a variety of factors, including market acceptance of
KeraVision Intacs, complications relating to the product or the surgical
procedure, competitive products and technologies, and other risk factors
described under the heading "Risk Factors Affecting the Company, Its
Business and Its Stock Price" set forth in Form 10-Q for the quarter
ended March 31, 1999, and Form 10-K for the year ended December 31,
1998, as well as in other SEC filings.
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
Intacs are a registered
trademark or trademark
of KeraVision, Inc.
