UNITED STATES
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: November 4, 1996
Commission file number 0-20772
CYPROS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of
incorporation or organization)
33-0476164 (I.R.S. Employer Identification No.)
2714 Loker Avenue West
Carlsbad, California 92008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(619) 929-9500
TABLE OF CONTENTS
ITEM
PAGE
1. Changes in Control of Registrant. *
2. Acquisition or Disposition of Assets. 3
3. Bankruptcy or Receivership. *
4. Changes in Registrant's Certifying Accountant. *
5. Other Events. *
6. Resignations of Registrant's Directors. *
7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. 3
(b) Pro forma financial information. 3
(c) Exhibits.
a. Asset Purchase Agreement by and among
Cypros Pharmaceutical Corporation and Schwarz
Pharma, Inc. dated as of October 31, 1996
b. Note and Security Agreement by and
among Cypros Pharmaceutical Corporation and
Schwarz Pharma, Inc. dated November 4, 1996
c. Assumption Agreement by and among
Schwarz Pharma, Inc. and Cypros Pharmaceutical
Corporation dated November 4, 1996
d. Trademark Assignment by and among
Schwarz Pharma, Inc. and Cypros Pharmaceutical
Corporation dated November 4, 1996
e. Trademark Agreement by and amount Schwarz
Pharma, Inc. and Cypros Pharmaceutical Corporation
dated November 4, 1996
f. Press release dated November 5, 1996
Signatures 4
* No information provided due to inapplicability
of item.
ITEM 2. Acquisition or Disposition of Assets.
On November 4, 1996, the Company acquired the New Drug
Application, the U.S. trademark for Ethamolin Injection (the
"Ethamolin Assets") and the finished goods inventory on hand
at closing from Schwarz Pharma, Inc., a Delaware corporation.
The acquisition was accomplished in an arm's length
negotiation through a purchase of assets and accounted for
using the purchase method of accounting. The total purchase
price was $3,382,642, of which the Company paid $2,086,642 in
cash and issued a $1,200,000 note bearing interest at 8% per
annum at closing. The principal and accrued interest on the
note are due and payable on November 3, 1997. Repayment of
the principal and interest on the note is secured by the
Ethamolin Assets. The Company used its working capital to
make the cash payment at closing.
ITEM 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of the Ethamolin product
line of Schwarz Pharma, Inc. are not available. The Company
will file them under cover of Form 8 not later than 60 days
from the filing date of this Form 8-K.
(b) Pro forma financial information.
The pro forma financial information required by this item
includes the financial statements of the Ethamolin product
line of Schwarz Pharma, Inc. for the fiscal year ended July
31, 1996. Such financial statements for that period are not
available yet. The information required by this item will be
filed by the Company at the same time as the information
required in (a) above.
(c) Exhibits.
The following exhibits are included in this report:
Exhibit Number Description
10.1 Asset Purchase Agreement by and
among
Cypros PharmaceuticalCorporation
and Schwarz Pharma, Inc. dated as
of October 31, 1996
10.2 Note and Security Agreement by and
among Cypros Pharmaceutical
Corporation and Schwarz Pharma,
Inc. dated November 4, 1996
10.3 Assumption Agreement by and among
Schwarz Pharma, Inc. and Cypros
Pharmaceutical Corporation dated
November 4, 1996
10.4 Trademark Assignment by and among
Schwarz Pharma, Inc. and Cypros
Pharmaceutical Corporation dated
November 4, 1996
10.5 Trademark Agreement by and among
Schwarz Pharma, Inc. and Cypros
Pharmaceutical Corporated dated
November 4, 1996
10.6 Press release dated November 5,
1996
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.
Date: November 18, 1996
CYPROS PHARMACEUTICAL CORPORATION
(Signature)
David W. Nassif
Vice President, Chief Financial Officer and Secretary
EXHIBIT INDEX
EXHIBIT NUMBER Description
PAGE
10.1 Asset Purchase Agreement by and among
Cypros Pharmaceutical Corporation and
Schwarz Pharma, Inc. dated as of
October 31, 1996
10.2 Note and Security Agreement by and
among Cypros Pharmaceutical
Corporation and Schwarz Pharma,
Inc. dated November 4, 1996
10.3 Assumption Agreement by and among
Schwarz Pharma, Inc. and Cypros
Pharmaceutical Corporation dated
November 4, 1996
10.4 Trademark Assignment by and among
Schwarz Pharma, Inc. and Cypros
Pharmaceutical Corporation dated
November 4, 1996
10.5 Trademark Agreement by and amoung
Schwarz Pharma, Inc. and Cypros
Pharmaceutical Corporation dated
November 4, 1996
10.6 Press release dated November 5,
1996