UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
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 4, 2004
CONNETICS CORPORATION
| Delaware | 0-27406 | 94-3173928 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 3290 West Bayshore Road, Palo Alto, California | 94303 | ||
| (Address of Principal Executive Offices) | (Zip Code) | ||
| Registrant’s telephone number, including area code: (650) 843-2800 | ||
| Item 2. Acquisition or Disposition of Assets. | ||||||||
| Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 23.1 | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
Item 2. Acquisition or Disposition of Assets.
As reported on its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2004, on March 4, 2004, Connetics Corporation completed its acquisition of exclusive U.S. rights to Hoffmann-La Roche Inc.’s Soriatane®-brand (acitretin), an approved oral therapy for the treatment of severe psoriasis in adults.
Pursuant to Item 7(a)(4) of Form 8-K, this Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2004 to include (1) the financial statements of the Soriatane product line required by Item 7(a) of Form 8-K and (2) the pro forma financial information of Connetics Corporation required by Item 7(b) of Form 8-K.
Item 7. Financial Statements,Pro FormaFinancial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
The following financial statements of the Soriatane product line required by Item 7(a) of Form 8-K are filed with this report as Exhibit 99.1 and incorporated in this Item 7(a) by reference:
| Report of Independent Auditors | ||||
| Statements of Assets Acquired and Liabilities Assumed | ||||
| Statements of Revenues and Direct Costs and Expenses | ||||
| Notes to Financial Statements | ||||
(b) Pro Forma Financial Information
The following pro forma financial information of Connetics Corporation required by Item 7(b) of Form 8-K is filed with this report as Exhibit 99.2 and incorporated in this Item 7(b) by reference:
| Unaudited Pro Forma Consolidated Financial Statements | ||||
| Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2003 | ||||
| Notes to Unaudited Pro Forma Consolidated Balance Sheet | ||||
| Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2003 | ||||
| Notes to Unaudited Pro Forma Consolidated Statement of Operations | ||||
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(c) Exhibits
| Exhibit No. | Description | |
| 2.1 | Sale and Purchase Agreement, dated as of February 2, 2004, by and between Connetics Corporation and Hoffmann-La Roche Inc. (Incorporated by reference to Exhibit 10.41 to Connetics’ Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-27406)) | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Accountants | |
| 99.1 | Financial Statements for the Soriatane Product Line of Hoffmann-La Roche Inc. as of December 31, 2003 and 2002 and for the Three Years Ended December 31, 2003 | |
| 99.2 | Unaudited Pro Forma Consolidated Financial Statements of Connetics Corporation as of December 31, 2003 and for the Year Ended December 31, 2003 |
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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.
| CONNETICS CORPORATION | ||||
| By: | /s/ Katrina J. Church | |||
| Katrina J. Church | ||||
| Executive Vice President, General Counsel and Secretary | ||||
Date: April 30, 2004
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1 | Sale and Purchase Agreement, dated as of February 2, 2004, by and between Connetics Corporation and Hoffmann-La Roche Inc. (Incorporated by reference to Exhibit 10.41 to Connetics’ Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-27406)) | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Accountants | |
| 99.1 | Financial Statements for the Soriatane Product Line of Hoffmann-La Roche Inc. as of December 31, 2003 and 2002 and for the Three Years Ended December 31, 2003 | |
| 99.2 | Unaudited Pro Forma Consolidated Financial Statements of Connetics Corporation as of December 31, 2003 and for the Year Ended December 31, 2003 |
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