SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 20, 2000
(Date of Report - earliest event reported)
DURA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-19809 95-3645543
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7475 LUSK BOULEVARD, 92121
SAN DIEGO, CALIFORNIA (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE IS (858) 457-2553
Item 5 Other Events.
On March 20, 2000, we entered into an Agreement and Plan of Merger with
Starfish Acquisition Corp., Inc., our wholly-owned subsidiary, and Spiros
Development Corporation II, Inc.
Upon the terms and subject to the conditions in the merger agreement,
Starfish will be merged with and into Spiros and Spiros will survive the merger
as our subsidiary.
Upon completion of the merger, each share of Spiros callable common
stock which is issued and outstanding immediately prior to completion the merger
(other than shares held by Spiros as treasury stock, owned by us or any of our
subsidiaries, or held by Spiros' stockholders who have perfected and not lost
their right to appraisal under Delaware law) will be converted into the right to
receive $13.25 in cash and one five-year warrant to purchase a fraction of a
share of our common stock. The exact fraction of a share of our common stock
purchasable under the warrant will be determined based on the average closing
price of our common stock for the ten trading days prior to Spiros' stockholder
vote on the merger.
Also on March 20, 2000, as an inducement to our execution of the merger
agreement, several of Spiros' stockholders who own an aggregate of 1,374,400
shares of Spiros common stock agreed to vote (or consent with regard to) all
1,374,400 shares of Spiros common stock in favor of the merger.
The transaction, which is expected to close in the second quarter of
2000, has been approved by our board of directors and a special committee of
Spiros' board of directors and is subject to, among other things, the adoption
of the merger agreement by Spiros' stockholders, the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act and the
effectiveness of a registration statement covering our issuance of the warrants
in the merger.
The description of the transaction set forth above is qualified in its
entirety by reference to the merger agreement and voting agreement filed with
the Form 8-K filed by Spiros on March 21, 2000 as Exhibits 2.1 and 10.1,
respectively, which we incorporate herein by reference.
On March 21, 2000, we issued a joint press release with Spiros which we
filed as an exhibit to this current report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits
2.1 Agreement and Plan of Merger, dated March 20, 2000, among
Dura, Starfish and Spiros. (1)
10.1 Voting Agreement, dated as of March 20, 2000, by and
among Farallon Capital Partners, L.P., a California
limited partnership, Farallon Capital Institutional
Partners, L.P., a California limited partnership,
Farallon Capital Institutional Partners II, L.P., a
California limited partnership, Farallon Capital
Institutional Partners III, L.P., a Delaware limited
partnership, Tinicum Partners, L.P., a New York
limited partnership, and Farallon Capital Management,
L.L.C. on behalf of certain managed accounts, Dura,
Starfish and Spiros. (1)
99.1 Joint Press Release issued by Dura and Spiros on
March 20, 2000 (announcing execution of the merger
agreement).
(1) -- Incorporated herein by reference to the Form 8-K filed by Spiros
on March 21, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
DURA PHARMACEUTICALS, INC.
Date: March 21, 2000 /s/ Mitchell R. Woodbury
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Sr. Vice President and General Counsel
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