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) March 8, 2000
Discovery Laboratories, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-26422 94-3171943
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
350 Main Street, Suite 307, Doylestown, Pennsylvania 18901
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(Address of Principal Executive Offices (Zip Code)
(Registrant's Telephone Number, Including Area Code) (215) 340-4699
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(Former Name or Former Address, If Changed Since Last Report.)
931039.1
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ITEM 5. Other Events.
On March 8, 2000, Registrant issued a press release to announce
that it has received a conversion notice from Johnson & Johnson to convert the
2,039 shares of Series C Convertible Preferred Stock owned by it into 398,186
shares of Common Stock.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
ExhibitDescription
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99.1 Press Release, dated March 8, 2000.
931039.1
2
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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.
DISCOVERY LABORATORIES, INC.
By: /s/ Robert J. Capetola, Ph.D.
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Name: Robert J. Capetola, Ph.D.
Title: President and Chief Executive
Officer
Date: March 19, 2000
931039.1
Exhibit 99.1
Johnson & Johnson Elects to Increase Ownership Stake in Discovery Through
Conversion of Series C Preferred Stock
DOYLESTOWN, Pa.--(BW HealthWire)--March 8, 2000--Discovery Laboratories, Inc.
(NASDAQ Small Cap: DSCO, DSCOU) announced today that it has received a
conversion notice from the licensor of its Surfaxin(R) technology, Johnson &
Johnson (J&J). J&J was the exclusive owner of the Discovery Series C Preferred
Stock.
"We are extremely pleased that J&J has elected to increase its ownership stake
in Discovery," said Robert J. Capetola, Ph.D., CEO of Discovery and himself a
17-year veteran of J&J. "We take this as a vote of confidence in Surfaxin(R) as
well as Discovery Laboratories," added Capetola. Following the conversion of the
Series C Preferred Stock, Discovery has no more Preferred Stock in its capital
structure, nor any debt.
Discovery is a bio-pharmaceutical company whose mission is to develop and
commercialize medically novel therapeutics for critical care. Presently,
Discovery is developing Surfaxin(R) to treat respiratory distress syndrome (RDS)
in premature infants, meconium aspiration syndrome (MAS) in full term babies and
direct acute respiratory distress syndrome (ARDS). Surfaxin(R) is currently the
subject of a pivotal Phase 3 trial in MAS. Discovery is also developing
SuperVent(TM) to treat cystic fibrosis (CF). Discovery has recently completed
enrollment in a Phase 2 trial of SuperVent(TM) in CF and expects to announce
results soon. More information about Discovery is available on the company's web
site at: www.discoverylabs.com
To the extent that statements in this press release are not strictly historical,
including statements as to future financial conditions, events conditioned on
stockholder or other approval, or otherwise as to future events, such statements
are forward-looking, and are made pursuant to the safe harbor provisions of the
Securities Litigation Reform Act of 1995. The forward-looking statements
contained in this release are subject to certain risks and uncertainties that
could cause actual results to differ materially from the statements made. Among
the factors which could affect the company's actual results and could cause
results to differ from those contained in the forward-looking statements
contained herein are the risk that financial conditions may change, risks
relating to the progress of the company's research and development and the
development of competing therapies and/or technologies by other companies. Those
associated risks and others are further described in the company's filings with
the Securities and Exchange Commission.
