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
Date of Report (Date of earliest event reported): June 6, 1997
TRIANGLE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-21589 56-1930728
(Commission File Number) (IRS Employer Identification No.)
4 University Place, 4611 University Drive, Durham, North Carolina 27707
(Address of principal executive offices) (Zip Code)
(919) 493-5980
(Registrant's telephone number, including area code)
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On June 6, 1997, Triangle Pharmaceuticals, Inc., a Delaware corporation
(the "Company") closed a private placement of 2,000,000 newly issued shares of
Common Stock (the "Shares") pursuant to a Common Stock Purchase Agreement,
dated June 6, 1997 (the "Agreement"). The consideration received by the
Company for the Shares was $30,000,000 in cash, or a price of $15.00 per share
(a discount of approximately 15% off the average closing price of the
Company's Common Stock over the 30 trading days prior to the date of the
transaction). Net proceeds to the Company from the sale of the Shares were
approximately $29,400,000.
The shares were offered and sold to two non-U.S. entities (together, the
"Regulation S Purchasers") and to one accredited investor (individually, the
"Regulation D Purchaser" and together with the Regulation S Purchasers, the
"Purchasers"). The Shares are restricted and may not be transferred or sold,
except as permitted by the Agreement and pursuant to a registration of the
Shares or an available exemption from registration.
The Company was introduced to the Purchasers by George McFadden, one of
the Company's directors. Mr. McFadden received a finder's fee of $500,000 in
connection with the transaction.
The offers and sales to the Regulation S Purchasers were made pursuant to
a claim of exemption under Regulation S promulgated by the Securities and
Exchange Commission (the "SEC") or, alternatively, under Section 4(2) of the
Securities Act of 1933, as amended (the "Act"). The sale of the Shares to the
Regulation S Purchasers was made in an "offshore transaction" (as defined in
Regulation S) and no "directed selling efforts" (as defined in Regulation S)
were made by the Company or any of its affiliates. Each of the Regulation S
Purchasers represented and warranted, among other things, that they were not a
"U.S. person" (as defined in Regulation S), that at the time the buy orders
for the Shares were originated they were located outside the United States,
and that neither the Regulation S Purchasers nor any of their affiliates had
engaged in any "directed selling efforts" (as defined in Regulation S).
Appropriate legends were affixed to the certificates for the Shares. In
addition, the Company did not use any general advertisement or solicitation in
connection with the offer or sale of the Shares to the Regulation S Purchasers
and each of the Regulation S Purchasers represented and warranted that they
were purchasing the shares for investment only and not with a view to
distribution.
The offer and sale to the Regulation D Purchaser was made pursuant to a
claim of exemption under Regulation D promulgated by the SEC or, alternatively,
under Section 4(2) of the Act. The Company did not use any general
advertisement or solicitation in connection with the offer or sale of the Shares
to the Regulation D Purchaser. The Regulation D Purchaser represented and
warranted, among other things, that it was purchasing the Shares for investment
only and not with a view to distribution and that it was an "accredited
investor" (as defined in Regulation D). Appropriate legends were affixed to the
certificate for the Shares.
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.
TRIANGLE PHARMACEUTICALS, INC.
By: /s/ James A. Klein, Jr.
-------------------------------------
James A. Klein, Jr.
Chief Financial Officer and Treasurer
Date: June 18, 1997