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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 17, 1998
AVIRON
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-20815 77-0309686
(Commission File No.) (IRS Employer Identification No.)
297 N. BERNARDO AVENUE
MOUNTAIN VIEW, CA 94043
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 919-6500
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ITEM 5. OTHER EVENTS
On March 17, 1998, Aviron, a Delaware corporation (the "Company") announced that
it intended, subject to market and other conditions, to raise $100,000,000
through a private placement of convertible subordinated notes to qualified
institutional investors. On March 30, 1998, the Company announced that it had
completed such offering. See the Company's press releases, attached hereto as
Exhibit 99.1 and Exhibit 99.2.
ITEM 7. EXHIBITS.
Exhibit 99.1 Press Release, dated March 18, 1998, entitled "Aviron Announces
Proposed $100 Million Note Offer."
Exhibit 99.2 Press Release, dated March 30, 1998, entitled "Aviron Completes
$100 Million Convertible Note Offer."
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SIGNATURE
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.
AVIRON
Dated: March 31, 1998 By: /s/ J. Leighton Read, M.D.
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J. Leighton Read, M.D.
Chairman and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit 99.1 Press Release, dated March 18, 1998, entitled "Aviron Announces
Proposed $100 Million Convertible Note Offer."
Exhibit 99.2 Press Release, dated March 30, 1998, entitled "Aviron Completes
$100 Million Convertible Note Offer."
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EXHIBIT 99.1
AVIRON ANNOUNCES PROPOSED $100 MILLION CONVERTIBLE NOTE OFFER
Mountain View, CA -- March 17, 1998 -- Aviron (Nasdaq: AVIR) announced today
that it proposes to offer a new issue of $100 million of Convertible
Subordinated Notes due 2005 (the "Notes").
The Notes will be convertible into Aviron Common Stock, at the option of the
holder, at a price to be determined. The Company may also issue up to an
additional $15 million of Notes to cover over-allotments in connection with the
Offering.
Aviron intends to use the proceeds of the sale for clinical trials,
manufacturing and marketing of its cold adapted influenza vaccine, for research
and development, preclinical testing and clinical trials for its other vaccine
programs, and for the repurchase of shares of its Common Stock from Sang-A
Pharm. Co. Ltd. ("Sang-A"), one of the Company's corporate partners.
In March 1998, the Company entered into a stock repurchase agreement with Sang-A
pursuant to which Sang-A has agreed not to sell any of its shares of Common
Stock prior to the closing of the Offering. Aviron has agreed to repurchase
530,831 shares of its Common Stock from Sang-A on the closing date of the
Offering, at a purchase price equal to the greater of (i) $25 per share, or (ii)
the last reported bid price of the Company's Common Stock on the Nasdaq National
Market on the pricing date of the Offering. Sang-A is a subsidiary of the Hanbo
Group, which is in bankruptcy proceedings in Korea.
The Notes have not been registered under the Securities Act of 1933 and may not
be offered or sold in the United States, except pursuant to an applicable
exemption from the registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Notes. This press release is being issued pursuant to and in
accordance with Rule 135C under the Securities Act.
This press release contains forward-looking statements. Actual results may
differ materially from those suggested here. Additional information concerning
factors that could cause such a difference is contained in Aviron's Annual
Report on Form 10-K for the year ended December 31, 1997.
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EXHIBIT 99.2
AVIRON COMPLETES $100 MILLION CONVERTIBLE NOTE OFFER
Mountain View, CA - March 30, 1998 - Aviron (Nasdaq:AVIR) announced today that
it completed its previously announced offering of $100,000,000 Convertible
Subordinated Notes due 2005 (the "Notes"). The Notes will have an annual coupon
of 5.75%, will be convertible into common stock at $30.904 per share, and will
not be redeemable for three years.
Aviron intends to use the proceeds of the sale for clinical trials,
manufacturing and marketing of its cold adapted influenza vaccine, for research
and development, preclinical testing and clinical trials for its other vaccine
programs, and for the repurchase of 530,831 shares of its Common Stock from
Sang-A Pharm. Co. Ltd., one of the Company's corporate partners.
The Notes have not been registered under the Securities Act of 1933 and may not
be offered or sold in the United States, except pursuant to an applicable
exemption from the registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Notes. This press release is being issued pursuant to and in
accordance with Rule 135C under the Securities Act.
This press release contains forward-looking statements. Actual results may
differ materially from those suggested here. Additional information concerning
factors that could cause such a difference is contained in Aviron's Annual
Report on Form 10-K for the year ended December 31, 1997.
