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
JULY 30, 2002
(Date of Report - earliest event reported)
TRIANGLE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 000-21589 56-1930728
(State of incorporation (Commission File Number) (IRS Employer
or organization) Identification No.)
4 UNIVERSITY PLACE, 4611 UNIVERSITY DRIVE, DURHAM, NORTH CAROLINA 27707
Registrant's telephone number, including area code: (919) 493-5980
NONE
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
PRESS RELEASES
On July 30, 2002, Triangle Pharmaceuticals, Inc. (the "Company") issued a press
release, announcing that is has reacquired full product rights from Abbott
Laboratories ("Abbott") for its four drug candidates. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
On July 30, 2002, the Company issued a press release, announcing results from
its Phase III clinical trial of Coviracil (emtricitabine). A copy of the press
release is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
RIGHTS AGREEMENT
On July 30, 2002, in connection with the reacquisition of full product rights
from Abbott, the Board of Directors of the Company authorized an amendment (the
"Third Amendment") to its Rights Agreement between the Company and American
Stock Transfer & Trust Company, as Rights Agent, dated as of February 1, 1999,
as amended by an Amendment to Rights Agreement dated as of June 2, 1999, and as
further amended by an Amendment to Rights Agreement dated as of August 24, 2001
(as so amended, the "Rights Agreement"). The Third Amendment removes all
references to Abbott and its affiliates so that such companies are no longer
excluded from the definition of "Acquiring Person" under the Rights Agreement.
The Third Amendment also makes other conforming changes to the Rights Agreement.
A copy of the Third Amendment has been filed with the Securities and Exchange
Commission as an exhibit to a Registration Statement on Form 8-A/A (Amendment
No. 3). The foregoing discussion of the Third Amendment does not purport to be
complete and is qualified in its entirety by reference to such Exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following document is incorporated by reference to this
Report:
EXHIBIT NUMBER DOCUMENT DESCRIPTION
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99.1 Press release dated July 30, 2002 announcing reacquisition of
full product rights from Abbott
99.2 Press release dated July 30, 2002 announcing results from its
Phase III clinical trial of Coviracil (emtricitabine)
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.
TRIANGLE PHARMACEUTICALS, INC.
DATE: July 31, 2002 By: /s/ CHRIS A. RALLIS
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Name: Chris A. Rallis
Title: President and Chief
Operating Officer
EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT DESCRIPTION
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99.1 Press release dated July 30, 2002 announcing
reacquisition of full product rights from Abbott
99.2 Press release dated July 30, 2002 announcing
results from its Phase III clinical trial of
Coviracil (emtricitabine)