1
This document consists of 113 pages, of which this page is Number 1.
The index to Exhibits is on Page 4.
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report June 3, 1999
Commission File Number 0-18976
-----------------
CELTRIX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3121462
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2033 Gateway Place
Suite 600
San Jose, CA 95110
(408) 988-2500
(Registrant's telephone number, including area code)
2
ITEM 5. OTHER EVENTS
On April 21, 1999, Celtrix Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), Elan International Services, Ltd.,and Elan Corporation, PLC
("Elan") entered into a joint development agreement pursuant to which the
parties agreed to jointly organize and capitalize Celtrix Newco Ltd., a Bermuda
company ("Newco"), for the purpose of testing and establishing the efficacy of
the Company's drug, SomatoKine, delivered through use of Elan's MEDIPAD Drug
Delivery System, to patients suffering from Osteoporosis. Pursuant to a License
Agreement between the Company and Newco dated as of April 21, 1999, the Company
has licensed to Newco certain intellectual property related to SomatoKine.
Pursuant to a License Agreement between Elan Pharmaceutical Technologies, a
division of Elan, and Newco dated as of April 21, 1999, Elan Pharmaceutical
Technologies has licensed to Newco certain intellectual property related to the
MEDIPAD Drug Delivery System. These agreements are attached as exhibits hereto
and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit 10.58 Subscription, Joint Development and Operating Agreement
by and among Celtrix Pharmaceuticals, Inc., Elan
Corporation, PLC, Elan International Services, Ltd.,
and Celtrix Newco Ltd. dated as of April 21, 1999.
Exhibit 10.59 License Agreement by and between Celtrix Newco Ltd. and
Celtrix Pharmaceuticals, Inc. dated as of April 21,
1999.
Exhibit 10.60 License Agreement by and between Celtrix Newco Ltd. and
Elan Pharmaceutical Technologies, a division of Elan
Corporation, PLC, dated as of April 21, 1999.
3
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 thereunto duly authorized.
CELTRIX PHARMACEUTICALS, INC.
Date: June 3, 1999 By: /s/ Donald D. Huffman
------------------------------
Donald D. Huffman
Vice President and Chief
Financial Officer
4
CELTRIX PHARMACEUTICALS, INC.
INDEX TO EXHIBITS
EXHIBIT Page
NUMBER No.
- ------- ----
10.58 Subscription, Joint Development and Operating 5
Agreement by and among Celtrix Pharmaceuticals, Inc.,
Elan Corporation, PLC, Elan International Services, Ltd.,
and Celtrix Newco Ltd. dated as of April 21, 1999.
10.59 License Agreement by and between Celtrix Newco Ltd. 57
and Celtrix Pharmaceuticals, Inc. dated as of April 21, 1999.
10.60 License Agreement by and between Celtrix Newco Ltd. 86
and Elan Pharmaceutical Technologies, a division of Elan
Corporation, PLC, dated as of April 21, 1999.