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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JUNE 30, 1998
CERUS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-21937 68-0262011
(State or other jurisdiction of (Commission File No.) (IRS Employer Identification No.)
incorporation)
2525 STANWELL DRIVE, SUITE 300
CONCORD, CA 94520
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (510) 603-9071
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ITEM 5. OTHER EVENTS.
On June 30, 1998, Cerus Corporation (the "Company") entered into a
series of agreements with Baxter Healthcare Corporation ("Baxter"), pursuant to
which Baxter has agreed to purchase up to $14.5 million of the Company's
preferred stock in connection with the modification of agreements governing the
companies' joint development of pathogen inactivation systems. Copies the
agreements, and the press release announcing the transactions, are filed
herewith as exhibits.
ITEM 7. EXHIBITS.
3.1(2) Form of Certificate of Designation of Series A Preferred Stock of Cerus
Corporation.
3.1(3) Form of Certificate of Designation of Series B Preferred Stock of Cerus
Corporation.
10.28 Series A Preferred Stock Purchase Agreement, dated as of June 30, 1998,
by and between Baxter Healthcare Corporation and the Company.
10.29 Series B Preferred Stock Purchase Agreement, dated as of June 30, 1998,
by and between Baxter Healthcare Corporation and the Company.
10.30 Memorandum of Agreement, dated as of June 30, 1998, by and between
Baxter Healthcare Corporation and the Company.
10.31 Second Amendment to Development, Manufacturing and Marketing Agreement,
dated as of June 30, 1998, by and between Baxter Healthcare Corporation
and the Company.
10.32* Development, Manufacturing and Marketing Agreement, dated April 1,
1996, by and between Baxter Healthcare Corporation and the Company, as
amended and restated June 30, 1998.
99.1 Press Release, dated as of July 8, 1998.
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* The Company has requested confidential treatment with respect to portions
of this Exhibit.
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SIGNATURE
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.
CERUS CORPORATION
Dated: July 21, 1998 By: /s/ STEPHEN T. ISAACS
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STEPHEN T. ISAACS
President and Chief Executive Officer
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EXHIBIT INDEX
3.1(2) Form of Certificate of Designation of Series A Preferred Stock of Cerus
Corporation.
3.1(3) Form of Certificate of Designation of Series B Preferred Stock of Cerus
Corporation.
10.28 Series A Preferred Stock Purchase Agreement, dated as of June 30, 1998,
by and between Baxter Healthcare Corporation and the Company.
10.29 Series B Preferred Stock Purchase Agreement, dated as of June 30, 1998,
by and between Baxter Healthcare Corporation and the Company.
10.30 Memorandum of Agreement, dated as of June 30, 1998, by and between
Baxter Healthcare Corporation and the Company.
10.31 Second Amendment to Development, Manufacturing and Marketing Agreement,
dated as of June 30, 1998, by and between Baxter Healthcare Corporation
and the Company.
10.32* Development, Manufacturing and Marketing Agreement, dated April 1,
1996, by and between Baxter Healthcare Corporation and the Company, as
amended and restated June 30, 1998.
99.1 Press Release, dated as of July 8, 1998.
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* The Company has requested confidential treatment with respect to portions
of this Exhibit.