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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
Date of Report (Date of earliest event reported) January 14, 1998
MICROCIDE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in Charter)
DELAWARE 0-28006 94-3186021
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
850 MAUDE AVENUE
MOUNTAIN VIEW, CA 94043
(Address of Principal Executive Offices)
(650) 428-1550
(Registrant's Telephone Number, Including Area Code)
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ITEM 2 ACQUISITION OR DISPOSITION ASSETS.
Pursuant to the terms of the Series A Preferred Stock Purchase Agreement
between Microcide Pharmaceuticals, Inc., a Delaware corporation ("Microcide"),
and EpiGenix, Inc. ("EpiGenix"), a Delaware corporation, dated January 14, 1998,
the Core Technology Development and License Agreement between Microcide and
EpiGenix, dated January 14, 1998 (the "Core Technology Agreement") and the
Antiviral and Surrogate Genetics Research and Collaboration Agreement between
Microcide and EpiGenix, dated January 14, 1998 (the "Collaboration Agreement"),
Microcide has purchased 8,750,000 shares of Series A Preferred Stock of Iconix,
Inc., a Delaware corporation (formerly EpiGenix, hereinafter referred to as
"Iconix") in exchange for the assignment and license of certain technology from
Microcide to Iconix pursuant to the terms of the Core Technology Agreement. The
shares of Series A Preferred Stock are deemed to have a value of $0.75 per share
based upon the $0.75 price per share paid by the investors purchasing Series B
Preferred Stock of Iconix (which is substantially similar in rights,
preferences, and privileges to the Series A Preferred Stock) as part of the same
transaction.
Under the terms of the Core Technology Agreement, Microcide has agreed
to transfer or license certain technology to Iconix and to jointly develop
certain technologies for a specified period of time. Under the terms of the
Collaboration Agreement, the parties have agreed to collaborate to discover and
develop viral therapeutics, as well as to potentially utilize the technologies
which Iconix will develop for antibacterial and antifungal applications.
Dr. Keith Bostian, formerly Chief Operating Officer of Microcide, has
become the President and Chief Executive Officer of Iconix. Dr. Bostian will
continue to serve as a member of the Microcide Board of Directors and has become
a consultant to Microcide for a two-year period.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed as part of this Current Report on Form
8-K, where indicated.
(a) None.
(b) None.
(c) Exhibits in accordance with Item 601 of Regulation S-K:
Exhibit No. Description
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2.1 EpiGenix, Inc. Series A Preferred Stock Purchase Agreement
Exhibit A Schedule of Investors
Exhibit B Amended and Restated Certificate of
Incorporation
Exhibit C(1) Schedule of Exceptions (omitted)
Exhibit D Form of Information and Registration
Rights Agreement
Exhibit E Form of Right of First Refusal Agreement
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(1) This Exhibit C, Schedule of Exceptions, sets forth the exceptions to
the representations and warranties made by Iconix to Microcide in
Section 8 of the Series A Preferred Stock Purchase Agreement between
such parties dated January 14, 1998.
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Exhibit F(2) Legal Opinion of Company Counsel (omitted)
Exhibit G Form of Voting Agreement
2.2 Core Technology Development and License Agreement by and
between Microcide Pharmaceuticals, Inc. and EpiGenix,
Inc.(3)
Exhibit A Assigned Technology
Exhibit B Licensed Patents
Exhibit C Alternative Dispute Resolution Mechanism
Exhibit D Preliminary 1998 Work Plan
Exhibit E Assignment Agreement
Exhibit F Definitions
2.3 Antiviral and Surrogate Genetics Research and
Collaboration Agreement by and between Microcide
Pharmaceuticals, Inc. and EpiGenix, Inc.(3)
Exhibit A Preliminary Initial Targets
Exhibit B Collaboration Equipment
Exhibit C Preliminary Research Plan
99.1 Press release dated January 14, 1998.
Microcide hereby agrees to furnish supplementally a copy of any omitted
exhibit to the Commission upon request.
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(2) This Exhibit F, Legal Opinion of Company Counsel, is the opinion letter
written by counsel for Iconix addressed to Microcide in connection with
Microcide's purchase of Series A Preferred Stock of Iconix.
(3) Confidential treatment has been requested with respect to certain
portions of this exhibit. Omitted portions have been filed separately
with the Securities and Exchange Commission.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 EpiGenix, Inc. Series A Preferred Stock Purchase Agreement
Exhibit A Schedule of Investors
Exhibit B Amended and Restated Certificate of
Incorporation
Exhibit C(1) Schedule of Exceptions (omitted)
Exhibit D Form of Information and Registration Rights
Agreement
Exhibit E Form of Right of First Refusal Agreement
Exhibit F(2) Legal Opinion of Company Counsel (omitted)
Exhibit G Form of Voting Agreement
2.2 Core Technology Development and License Agreement by and
between Microcide Pharmaceuticals, Inc. and EpiGenix,
Inc.(3)
Exhibit A Assigned Technology
Exhibit B Licensed Patents
Exhibit C Alternative Dispute Resolution Mechanism
Exhibit D Preliminary 1998 Work Plan
Exhibit E Assignment Agreement
Exhibit F Definitions
2.3 Antiviral and Surrogate Genetics Research and
Collaboration Agreement by and between Microcide
Pharmaceuticals, Inc. and EpiGenix, Inc.(3)
Exhibit A Preliminary Initial Targets
Exhibit B Collaboration Equipment
Exhibit C Preliminary Research Plan
99.1 Press release dated January 14, 1998.
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(1) This Exhibit C, Schedule of Exceptions, sets forth the exceptions to the
representations and warranties made by Iconix to Microcide in Section 8
of the Series A Preferred Stock Purchase Agreement between such parties
dated January 14, 1998.
(2) This Exhibit F, Legal Opinion of Company Counsel, is the opinion letter
written by counsel for Iconix addressed to Microcide in connection with
Microcide's purchase of Series A Preferred Stock of Iconix.
(3) Confidential treatment has been requested with respect to certain
portions of this exhibit. Omitted portions have been filed separately
with the Securities and Exchange Commission.
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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.
MICROCIDE PHARMACEUTICALS, INC.
Dated: January ___, 1998 By: /s/ Matthew J. Hogan
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Matthew J. Hogan
Chief Financial Officer
(principal financial and
accounting officer)