SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
8-K
CURRENT REPORT
Pursuant to Section 13 or 15d) of the
Securities Exchange Act of 1934
Date of Report (Date of Event Reported): January 26, 1999
AGOURON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
California 0-15609 33-0061928
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
10350 North Torrey Pines Road
La Jolla, California 92037
(Address of principal executive offices)
(619) 622-3000
(Registrant's telephone number, including area code)
Item 5. Other Events.
Agouron Pharmaceuticals, Inc. ("Agouron" or the "Company"),
Warner-Lambert Company, a Delaware corporation ("Warner-Lambert") and WLC
Acquisition Corporation, a California corporation and a wholly owned subsidiary
of Warner-Lambert ("Merger Sub"), have entered into an Agreement and Plan of
Merger, dated as of January 26, 1999 (the "Merger Agreement"), whereby Merger
Sub will be merged with and into the Company, with the Company as the surviving
entity (the "Merger").
As a result of the Merger, each outstanding share of Agouron
Common Stock will be converted into shares of common stock, par value $1.00 per
share, of Warner-Lambert ("Warner-Lambert Common Stock") at an exchange rate
equal to $60.00 divided by the average of the closing sales prices of
Warner-Lambert Common Stock on the New York Stock Exchange Composite
Transactions Tape on each of the 10 consecutive trading days up to and including
the second immediately preceding trading day prior to the date of Agouron's
Stockholders Meeting. In no event will the exchange rate be more than .9300, nor
less than .8108, of a share of Warner-Lambert Common Stock for each share of
Agouron Common Stock. Each outstanding option for shares of Agouron Common Stock
will be converted into options for the number of shares of Warner-Lambert Common
Stock that would have been received if such options and warrants had been
exercised immediately prior to the Merger.
The closing of the Merger is subject to certain conditions,
including the approval of the common stockholders of the Company and the receipt
of customary antitrust clearance.
Concurrently with the execution and delivery of the Merger
Agreement, the Company and Warner-Lambert entered into a Stock Option Agreement
(the "Stock Option Agreement"). Under the Stock Option Agreement, Warner-Lambert
does not have the right to acquire any shares of Agouron Common Stock unless
certain specified events occur. If the option were to become exercisable,
Warner-Lambert would be entitled to purchase upon exercise of the option
(subject to receipt of necessary regulatory approvals) up to approximately 19.9%
of the outstanding shares of Agouron Common Stock. The Stock Option Agreement
provides Warner-Lambert with the right, in certain circumstances, to require
Agouron to repurchase the option and any shares acquired by exercise of the
option and with the right to require Agouron to register the Agouron Common
Stock acquired by or issuable upon exercise of the option under the Securities
Act of 1933, as amended.
In connection with the Merger Agreement, the Company's Board of
Directors has resolved to amend its Amended and Restated Rights Agreement dated
as of November 10, 1998 in order to render the rights issued thereunder
inapplicable to the Merger Agreement, the Stock Option Agreement and the
transactions contemplated thereby.
A copy of the press release, dated January 26, 1999, issued
jointly by the Company and Warner-Lambert, relating to the above-described
transaction is attached as an exhibit to this report and is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits.
The following exhibit is filed as a part of this report:
Exhibit
NO. DESCRIPTION
99 Press Release of the registrant and
Warner-Lambert dated January 26, 1999
regarding the Merger.
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.
Dated: January 28, 1999
AGOURON PHARMACEUTICALS, INC.
By
Peter Johnson
President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit
NO. DESCRIPTION
99 Press Release of the registrant and
Warner-Lambert dated January 26, 1999
regarding the Merger.