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): December 7, 1998
ORPHAN MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-24760 41-1784594
(State or other jurisdiction of (Commission file number) (I.R.S. employer identification
incorporation) number)
Suite 475,
13911 Ridgedale Drive,
Minnetonka, MN 55305 (612) 513-6900
(Address of principal executive offices) (zip code) (Registrant's telephone number,
including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On December 7, 1998, Orphan Medical, Inc. (the "Company") and Chronimed
Inc. ("Chronimed") agreed to amend the Termination Agreement dated June 27, 1997
between the Company and Chronimed. The Termination Agreement provided for the
termination of certain agreements that had been in existence between the Company
and Chronimed since July 1994. Under the Termination Agreement, the Company has
an obligation to issue Common Stock and pay a 3 percent royalty on a quarterly
basis to Chronimed until Chronimed has realized $2,250,000. Through September
30, 1998, the Company has issued 185,271 shares of Common Stock and paid
$102,310 in royalties pursuant to the terms of the Termination Agreement. The
amendment to the Termination Agreement requires the Company to issue and deliver
to Chronimed 127,723 shares of Common Stock (the "Prepayment Shares") on or
before December 31, 1998, which shares shall be applied to the number of shares
that would otherwise be due to Chronimed under the Termination Agreement. The
Prepayment Shares are subject to adjustment. The Company has an obligation to
prepare and file with the Securities and Exchange Commission a registration
statement with respect to the Prepayment Shares, and use its best efforts to
cause such registration statement to become effective. However, without the
prior consent of the Company, Chronimed cannot sell more than fifty (50) percent
of the total number of Prepayment Shares prior to April 1, 1999.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 Supplement to Termination Agreement dated as of December 7, 1998,
attached hereto.
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.
Date: December 9, 1998 ORPHAN MEDICAL, INC.
/s/ John H. Bullion
John H. Bullion
Chief Executive Officer