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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
MAY 31, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
VIVUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA (PRIOR TO REINCORPORATION)
DELAWARE (FOLLOWING REINCORPORATION) 0-23490 94-3136179
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
545 MIDDLEFIELD ROAD
SUITE 200
MENLO PARK, CALIFORNIA 94025
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 325-5511
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. Other Events.
On May 30, 1996, VIVUS International Limited, a company organized under
the laws of Bermuda, and a wholly-owned subsidiary of VIVUS, INC. (the
"Registrant") entered into a distribution agreement with Astra AB, a company
organized under the laws of Sweden ("Astra") pursuant to which Astra will
distribute the Registrant's products in Europe, South America, Central America,
Australia and New Zealand (the "Agreement"). As consideration for the execution
of the Agreement, Astra will pay the Registrant $10 million in June 1996, and
the Registrant will be paid up to an additional $20 million in the event it
achieves certain milestones. Pursuant to the terms of the Agreement, the
Registrant and Astra will jointly build a specialty sales organization within
Astra called "ASTRA/VIVUS," to promote the products in certain European
markets, including the United Kingdom, France and Germany. Astra has agreed to
purchase product from the Registrant for resale into the above
mentioned markets.*
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* Confidential treatment requested pursuant to a request for
confidential treatment filed with the Commission on May 31,
1996. The portions of the exhibit for which confidential
treatment has been requested have been omitted from the
exhibit. The omitted information has been filed separately
with the Commission as part of the confidential treatment
request.
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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.
Dated: May 30, 1996
VIVUS, INC.
By: /s/ LELAND F. WILSON
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Leland F. Wilson
President and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT PAGE
10.24 The Distribution Agreement made as of May 29, 1996 5
between the Registrant and Astra.*
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* Confidential treatment requested pursuant to a request for
confidential treatment filed with the Commission on May 31,
1996. The portions of the exhibit for which confidential
treatment has been requested have been omitted from the
exhibit. The omitted information has been filed separately
with the Commission as part of the confidential treatment
request.
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