1
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 (Date of earliest event reported): November 2, 1997
ARRIS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22788 22-2969941
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
180 Kimball Way
South San Francisco, CA 94080
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 829-1000
385 Oyster Point Blvd., Suite 3
South San Francisco, CA 94080 (Former name or
------------------------------------------------
(former address, if changed since last report)
1.
2
ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements contained herein involve risks and uncertainties,
including those relating to the possible inability to complete the merger
transaction involving Arris Pharmaceutical Corporation, a Delaware corporation
("Arris"), and Sequana Therapeutics, Inc., a California corporation ("Sequana"),
as scheduled, if at all, and those associated with the ability of the combined
company to achieve the anticipated benefits of the merger. Actual results and
developments may differ materially from those described or incorporated by
reference in this Report. For more information about Arris and risks arising
when investing in Arris, investors are directed to Arris' most recent report on
Form 10-K as filed with the Securities and Exchange Commission (the "SEC").
On November 2, 1997 Arris entered into an Agreement and Plan of Merger
and Reorganization (the "Reorganization Agreement") by and among Arris, Beagle
Acquisition Sub, Inc., a California corporation and a wholly-owned subsidiary of
Arris ("Merger Sub") and Sequana. The description contained in this Item 5 of
the transactions contemplated by the Reorganization Agreement is qualified in
its entirety by reference to the full text of the Reorganization Agreement, a
copy of which has been filed as Exhibit 5.1 (incorporated by reference to
Exhibit 4.1 to the Schedule 13D filed by Arris on November 12, 1997 (the
"13D")).
The Reorganization Agreement contemplates that, subject to the
satisfaction of certain conditions set forth therein, including the approval and
adoption of the Reorganization Agreement by the requisite vote of Sequana's
shareholders and the approval of the issuance of common stock of Arris ("Arris
Common Stock") and a related amendment to the Arris Certificate of Incorporation
in connection with the transactions by the requisite vote of Arris'
stockholders, Merger Sub would be merged into Sequana. As a result of the merger
of Merger Sub into Sequana (the "Merger"), Sequana would become a wholly-owned
subsidiary of Arris. Under the terms of the Reorganization Agreement, each
outstanding share of the common stock of Sequana (the "Sequana Common Stock")
would be converted into 1.35 shares of Arris Common Stock. In addition, each
option for Sequana Common Stock will become fully exercisable and then terminate
after a period of time as set forth in Section 5.5 of the Reorganization
Agreement. Arris will grant new options exercisable for Arris Common Stock to
employees of Sequana commensurate with option grants to newly hired employees at
similar grade levels. The Merger is intended to be a tax-free reorganization
under the Internal Revenue Code of 1986, as amended, and is intended to be
accounted for as a purchase.
On November 3, 1997 Arris issued a press release relating to the
execution of the Reorganization Agreement. A copy of the press release is
attached hereto as Exhibit 5.2.
In connection with the execution of the Reorganization Agreement, each
of Sequoia Capital VI, Sequoia Technology Partners VI, Sequoia XXIII, Sequoia
XXIV, Carlyle - Sequana Investors II, L.P., Carlyle - Sequana Investors, LLC,
Kevin J. Kinsella, individually and as trustee for certain trusts, and New
Enterprise Associates VI, who collectively beneficially own approximately 19.57%
of the outstanding shares of Sequana Common Stock as of October 30,
2.
3
1997, entered into voting agreements with Arris (the "Voting Agreements")
pursuant to which such person agreed to vote his or its shares in favor of the
Merger. The description contained in this Item 5 of the transactions
contemplated by the Voting Agreements is qualified in its entirety by reference
to the full text of the Voting Agreements, a form of which has been filed as
Exhibit 5.3 (incorporated by reference to Exhibit 4.2 to the 13D).
A registration statement relating to the Arris Common Stock to be issued
in connection with the Merger has not yet been filed with the SEC, nor has a
proxy statement relating to a vote of Sequana's shareholders on the Merger and a
vote of Arris' stockholders on the issuance of Arris Common Stock been filed
with the SEC. The Arris Common Stock may not be offered, nor may offers to
acquire such stock be accepted, prior to the time such a registration statement
becomes effective. This Report shall not constitute an offer to sell or the
solicitation of an offer to buy any Arris Common Stock or any other security,
and shall not constitute the solicitation of any vote with respect to the
Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
- ----------- -----------
5.1 Agreement and Plan of Merger and Reorganization dated as of November
2, 1997, by and among Arris Pharmaceutical Corporation, a Delaware
corporation, Beagle Acquisition Sub, Inc., a California corporation and a
wholly-owned subsidiary of Arris, and Sequana Therapeutics, Inc., a
California corporation.
Incorporated by reference to Exhibit 4.1 to the Schedule 13D
filed by Arris on November 12, 1997.
5.2 Press Release dated November 3, 1997 relating to the execution of the
Reorganization Agreement.
5.3 Form of Voting Agreement dated as of November 2, 1997, a
substantially similar version of which has been executed by and
between Arris Pharmaceutical Corporation, a Delaware
corporation, and each of Sequoia Capital VI, Sequoia Technology
Partners VI, Sequoia XXIII, Sequoia XXIV, Carlyle - Sequana
Investors II, L.P., Carlyle - Sequana Investors, LLC, Kevin J.
Kinsella, individually and as trustee for certain trusts, and
New Enterprise Associates VI.
Incorporated by reference to Exhibit 4.2 to the Schedule 13D
filed by Arris on November 12, 1997.
3.
4
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.
ARRIS PHARMACEUTICAL CORPORATION
Dated: November 11, 1997 By: /s/ Frederick J. Ruegsegger
----------------------------------
Name: Frederick J. Ruegsegger
----------------------------------
Title: Vice President and
Chief Financial Officer
----------------------------------
5
EXHIBIT INDEX
- ---------------------------------------------------------------------------------------------------
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ---------------------------------------------------------------------------------------------------
5.1 Agreement and Plan of Merger and Reorganization dated as of
November 2, 1997, by and among Arris Pharmaceutical Corporation, a
Delaware corporation, Beagle Acquisition Sub, Inc., a California
corporation and a wholly-owned subsidiary of Arris, and Sequana
Therapeutics, Inc., a California corporation.
Incorporated by reference to Exhibit 4.1 to the Schedule 13D filed
by Arris on November 12, 1997.
- ---------------------------------------------------------------------------------------------------
5.2 Press Release dated November 3, 1997 relating to the execution of
the Reorganization Agreement.
- ---------------------------------------------------------------------------------------------------
5.3 Form of Voting Agreement dated as of November 2,
1997, a substantially similar version of which has been
executed by and between Arris Pharmaceutical
Corporation, a Delaware corporation, and each of Sequoia
Capital VI, Sequoia Technology Partners VI, Sequoia
XXIII, Sequoia XXIV, Carlyle - Sequana Investors II,
L.P., Carlyle - Sequana Investors, LLC, Kevin J.
Kinsella, individually and as trustee for certain trusts, and
New Enterprise Associates VI.
Incorporated by reference to Exhibit 4.2 to the Schedule 13D filed
by Arris on November 12, 1997.
- ---------------------------------------------------------------------------------------------------
5.