SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 1995
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Circa Pharmaceuticals, Inc.
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(Exact Name of Registrant as specified in its charter)
New York 0-8049 11-1966265
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
33 Ralph Avenue, Copiague, New York 11726
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 842-8383
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Former name or former address, if changed since last report
Item 5. Other Events.
On March 29, 1995, Circa Pharmaceuticals, Inc. (the
"Registrant") entered into a definitive Agreement and Plan of
Merger, dated as of March 29, 1995, by and among Watson
Pharmaceuticals, Inc. ("Watson"), Gum Acquisition Corp., a
wholly-owned subsidiary of Watson ("Watson Sub") and the
Registrant (the "Merger Agreement"), pursuant to which Watson Sub
will merge (the "Merger") with and into the Registrant, with the
Registrant being the surviving corporation in the Merger. As a
result of the Merger, Circa will become a wholly-owned subsidiary
of Watson. It is intended that the Merger will qualify as a
"pooling of interests" for accounting purposes and that the
Merger will constitute a tax free reorganization for federal
income tax purposes.
Pursuant to the terms and conditions of the Merger
Agreement, at the effective time of the Merger, each share of
common stock, par value $.01 per share, of the Registrant (the
"Registrant Common Stock") will be converted into the right to
receive .86 of a share (the "Exchange Ratio") of the common
stock, par value $.0033 per share, of Watson (the "Watson Common
Stock"). If, during a measurement period prior to the date
scheduled for the Registrant's stockholders' vote on the Merger,
the average price of Watson Common Stock is less than $25.00, the
Registrant may terminate the Merger Agreement unless Watson
agrees to a specified upward adjustment in the Exchange Ratio.
Consummation of the Merger is subject to the
satisfaction of certain conditions, including approval by the
Registrant's stockholders of the Merger Agreement, receipt of
regulatory approvals and treatment of the Merger as a "pooling of
interests" for accounting purposes. In the event of termination
under specified conditions, one party to the Merger Agreement may
be entitled to receive a fee of up to $15 million from the other
and payment of its expenses. A copy of the Merger Agreement is
attached as Exhibit 10.1 and is hereby incorporated by reference.
A copy of the joint press release of the Registrant and
Watson, dated March 30, 1995, is attached as Exhibit 10.2 and is
hereby incorporated by reference.
Item 7. Financial Statements, Pro Formal Financial Information
and Exhibits.
(c) Exhibits
10.1 Agreement and Plan of Merger, dated as of March
29, 1995, by and among the Registrant, Watson and
Watson Sub.
10.2 Press Release, dated March 30, 1995.
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 thereunto duly
authorized.
Dated: March 30, 1995 CIRCA PHARMACEUTICALS, INC.
By: /s/ Melvin Sharoky, M.D.
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Name: Melvin Sharoky, M.D.
Title: President and Chief Executive
Officer
INDEX
Exhibit
Number Description of Document
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10.1 Agreement and Plan of Merger, dated as of March 29,
1995, by and among the Registrant, Watson and Watson
Sub.
10.2 Press Release, dated March 30, 1995.