SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 5, 1998
Date of Report (Date of earliest event reported)
DISCOVERY LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-26422 94-3171943
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
509 Madison Avenue, 14th Floor
New York, New York 10022
(Address of principal executive offices)
(212) 223-9504
(Registrant's telephone number, including area code)
Item 5. Other Events
Discovery Laboratories, Inc. has announced that it has executed a
letter of intent to acquire all outstanding shares of common stock of its
majority-owned subsidiary, Acute Therapeutics, Inc. Reference is made to the
Registrant's related press release attached hereto as Exhibit 99.1 and
incorporated by reference herein (including without limitation the information
set forth in the cautionary statement contained in the final paragraph of the
press release).
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits:
99.1 Press Release dated February 5, 1998.
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.
Date: February 6, 1998
By: /s/ James S. Kuo
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Name: James S. Kuo, M.D.
Title: Chief Executive Officer
Exhibit Index
Exhibit Number Description
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99.1 Press Release dated February 5, 1998.
EXHIBIT 99.1
Discovery Laboratories Enters Agreement To Acquire 100% of Acute Therapeutics
NEW YORK, Feb. 5, 1998--Discovery Laboratories, Inc. (Discovery) (Nasdaq: DSCO,
DSCOU) announced today that it has executed a letter of intent to acquire all
outstanding shares of common stock of its majority-owned subsidiary, Acute
Therapeutics, Inc. (ATI). Upon completion of the transaction, Robert J.
Capetola, Ph.D., currently Chairman and Chief Executive Officer of ATI, will
lead the management of Discovery and ATI as President and Chief Executive
Officer. Steve H. Kanzer will remain as Chairman of the Board of Discovery. The
transaction is subject to a number of conditions including stockholder approval
by Discovery and ATI.
The driving force for the transaction, which is structured as a subsidiary
merger, is to achieve 100% ownership by Discovery of ATI's product portfolio,
strengthen the management team and consolidate development activities. Upon the
execution of a definitive merger agreement, Discovery and ATI will enter into a
management agreement which shall provide that Discovery will be managed by the
ATI management team pending completion of the transaction. Discovery's
headquarters will be relocated to ATI's Doylestown, Pa. location.
Dr. Capetola expressed that he was "delighted with this transaction which will
allow us to aggressively move forward with an even stronger company." Kanzer
stated that, "We believe that Dr. Capetola and the ATI management team have made
great progress in their drug development programs and the synergies afforded in
this transaction will serve the interests of the stockholders of both
companies."
In the transaction, stockholders of ATI will be issued shares of Discovery
common stock in exchange for shares of ATI common stock held by them prior to
the transaction. Outstanding ATI options will be assumed by Discovery and will
become exercisable for Discovery common stock on the same terms and conditions.
Securities issued to stockholders and optionholders of ATI will represent
approximately 16.24% of Discovery common stock on a fully diluted basis. Upon
consummation of the merger, options to purchase an additional 4.67% of Discovery
common stock will be granted pursuant to employment agreements with Discovery's
new management team and options to purchase an additional 3.37% of Discovery
common stock will be granted subject to achievement of certain corporate
milestones.
ATI's lead product in development is Surfaxin(TM) for the treatment of acute
respiratory distress syndrome (ARDS). Surfaxin(TM) is a novel, proprietary,
peptide-containing lung surfactant invented at The Scripps Research Institute.
The peptide is KL4, a 21 amino acide peptide modeled after the important SP-B
protein in the human surfactant system. Lung surfactants are protein-lipid
complexes that coat the airsacs of the lung and facilitate oxygen exchange with
blood. ARDS is an acute generalized inflammatory disease of the lung affecting
approximately 150,000 persons per year in the U.S. and has an associated
mortality rate of approximately 50%. As previously announced on Dec. 11, 1997,
ATI has completed enrollment in its 12 patient Phase 1B clinical trial of
Surfaxin(TM) in ARDS.
As of Dec. 31, 1997, Discovery and ATI had cash on hand of approximately $11.2
million.
Discovery Laboratories, Inc. is a New York City based development stage
pharmaceutical company that is clinically developing proprietary pharmaceuticals
to treat post-menopausal osteoporosis, cystic fibrosis and other diseases. ATI,
a Doylestown, Pa. company, concentrates its efforts on developing acute care
pharmaceuticals and is actively developing therapies for ARDS, meconium
aspiration syndrome (MAS) and idiopathic respiratory distress syndrome (IRDS).
Discovery's strategy is to accelerate and lower the risk of drug development by
acquiring and developing proprietary pharmaceuticals for which significant
animal and human testing has already been completed. In addition, Discovery
seeks to minimize the cost of drug development by outsourcing preclinical
development and manufacturing. 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 contain
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.
Contact:
Robert J. Capetola, Ph.D.
Chairman & Chief Executive Officer
Acute Therapeutics, Inc.
215/794-3064
or
Steve H. Kanzer, CPA, Esq.
Chairman
Discovery Laboratories, Inc.
212/554-4330
or
Dian Griesel, Ph.D.
The Investor Relations Group, Inc.
212/664-8489