SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 7, 2003
CELL PATHWAYS, INC.
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(Exact Name of Registrant Specified in Charter)
Delaware 000-24889 23-2969600
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
702 Electronic Drive
Horsham, Pennsylvania 19044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 760-3800
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
Cell Pathways, Inc., a Delaware corporation ("Cell Pathways"), has
entered into an Agreement and Plan of Merger (the "Merger Agreement") dated as
of February 7, 2003 by and among Cell Pathways, OSI Pharmaceuticals, Inc., a
Delaware corporation ("Parent"), and CP Merger Corporation, a Delaware
corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to
the Merger Agreement, Merger Sub will be merged with and into Cell Pathways (the
"Merger"). As a result of the Merger, the separate corporate existence of Merger
Sub will cease and Cell Pathways will continue as the surviving corporation and
a wholly-owned subsidiary of Parent. The Merger Agreement and a press release
issued by Cell Pathways on February 10, 2003 announcing the execution of the
Merger Agreement are attached to this Form 8-K as Exhibits 2.1 and 99.1,
respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Document
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2.1 Agreement and Plan of Merger dated as of February
7, 2003 by and among Cell Pathways, Inc., OSI
Pharmaceuticals, Inc. and CP Merger Corporation.
99.1 Press Release dated February 10, 2003 announcing
the execution of the Agreement and Plan of Merger
dated as of February 7, 2003 by and among Cell
Pathways, Inc., OSI Pharmaceuticals, Inc. and CP
Merger Corporation.
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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.
CELL PATHWAYS, INC.
By: /s/ Robert J. Towarnicki
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Robert J. Towarnicki
President and Chief Executive Officer
Dated: February 12, 2003
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Exhibit Index
Exhibit
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2.1 Agreement and Plan of Merger dated as of February
7, 2003 by and among Cell Pathways, Inc., OSI
Pharmaceuticals, Inc. and CP Merger Corporation.
99.1 Press Release dated February 10, 2003 announcing
the execution of the Agreement and Plan of Merger
dated as of February 7, 2003 by and among Cell
Pathways, Inc., OSI Pharmaceuticals, Inc. and CP
Merger Corporation.