SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
October 23, 2000
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CUBIST PHARMACEUTICALS, INC
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-21379 22-3192085
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
24 Emily Street, Cambridge, Massachusetts 02139
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 576-1999
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 22, 2000, the shareholders of TerraGen Discovery, Inc., an
British Columbia corporation ("TerraGen"), approved the arrangement (the
"Arrangement") under Section 252 of the Company Act (British Columbia)
contemplated by the Acquisition Agreement (the "Acquisition Agreement") dated as
of August 5, 2000 by and between Cubist Pharmaceuticals, Inc., a Delaware
corporation ("Cubist"), C&T Acquisition Corporation, a British Columbia
corporation ("C&T"), TerraGen and MDS Capital Corp., a company organized under
the laws of the Province of Ontario, Canada, in its capacity as a representative
of the shareholders of the TerraGen. The Arrangement became effective at 12:01
a.m. (British Columbia time) on October 23, 2000, and as a result, (i) each
issued and outstanding common share of TerraGen (the "TerraGen Common Shares")
was exchanged for 0.021323 shares of, at the option of the shareholder, Cubist
common stock (the "Cubist Shares") or C&T common stock (the "Exchangeable
Shares") and (ii) each issued and outstanding preferred share of TerraGen (the
"TerraGen Preferred Shares") was exchanged for 0.030386 shares of, at the option
of the shareholder, Cubist Shares or Exchangeable Shares. All of the outstanding
options, warrants and convertible debentures of TerraGen were converted into
options, warrants or convertible debentures of Cubist. Cubist, through its
wholly owned subsidiary C&T, became the beneficial owner of all of the
outstanding TerraGen Common Shares and TerraGen Preferred Shares. Each
Exchangeable Share (a) entitles its holder to dividends economically equivalent
to dividends paid on the Cubist Shares, par value $0.001 per share, (b) is
exchangeable for one Cubist share, (c) will, pursuant to the Voting and Exchange
Trust Agreement dated as of October 23, 2000 between Cubist, C&T and State
Street Bank and Company, in which a share certificate of Cubist Shares, par
value $0.001 per share, was deposited, carry the right to vote at meetings of
the stockholders of Cubist and (d) entitles its holder to participate in any
liquidation of Cubist on the same basis as holders of Cubist Shares.
The number of Cubist Shares and Exchangeable Shares received by holders
of TerraGen Common Shares and TerraGen Preferred Shares, which constitutes the
consideration paid by Cubist to such holders of TerraGen Common Shares and
TerraGen Preferred Shares, in connection with the Arrangement was determined by
negotiations between Cubist and TerraGen.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
In accordance with Item 7(a)(4) of Form 8-K, the financial statements
required by this Item 7(a) of Form 8-K and Rule 3-05(b) of Regulation S-X will
be filed by amendment to this initial report no later than 60 days after the
date of the filing of this report.
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(B) PRO FORMA FINANCIAL INFORMATION.
In accordance with Item 7(b)(2) of Form 8-K, the pro forma financial
information required by this Item 7(b) of Form 8-K will be filed by amendment to
this initial report no later than 60 days after the date of the filing of this
report.
(C) EXHIBITS.
EXHIBIT 2.1: Acquisition Agreement, dated as of August 5, by
and between Cubist Pharmaceuticals, Inc., a Delaware
corporation ("Cubist"), C&T Acquisition Corporation,
a British Columbia corporation ("C&T"), and TerraGen
Discovery, Inc., a British Columbia corporation. Does
not include Exhibits or Disclosure Schedules. Cubist
will furnish a copy of any such omitted exhibit or
schedule to the Commission upon request.
EXHIBIT 2.2: Plan of Arrangement, Exhibit A to Exhibit 2.1 hereto.
EXHIBIT 4.1: Shareholders' Agreement, Exhibit C to Exhibit 2.1
hereto.
EXHIBIT 4.2: Escrow Agreement, Exhibit D to Exhibit 2.1 hereto.
EXHIBIT 4.3: Voting and Exchange Trust Agreement, Exhibit E to
Exhibit 2.1 hereto.
EXHIBIT 4.4 Parent Support Agreement, Exhibit F to Exhibit 2.1
hereto
EXHIBIT 99: Press release dated October 25, 2000.
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.
CUBIST PHARMACEUTICALS, INC.
By: /s/ Thomas A. Shea
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Thomas A. Shea,
Vice President, Treasurer and
Chief Financial Officer
Dated: November 7, 2000