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 29, 2001
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Curis, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30347 04-3505116
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(Commission File Number) (I.R.S. Employer Identification No.)
61 Moulton Street
Cambridge, Massachusetts 02138
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(Address of Principal Executive (Zip Code
Offices)
(617) 503-6500
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name and Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On June 29, 2001, Curis, Inc. (the "Company") entered into a binding letter
of intent with Elan International Services, Ltd. ("EIS"), Elan Pharma
International Limited, an affiliate of EIS ("EPIL"), and Neuralab Limited, a
wholly-owned indirect subsidiary of Elan Corporation, plc ("Neuralab"), pursuant
to which the Company and EIS will form and fund a new corporation ("NewCo") to
develop compounds that are hedgehog agonists for the treatment and/or prevention
of human neurological disorders.
The letter of intent provides that upon the consummation of a definitive
agreement the Company will (i) issue to EIS shares of a newly-created class of
convertible exchangeable preferred stock valued at $12,015,000 and which are
convertible into shares of the Company's common stock at a price per share of
$14.12; (ii) issue to EPIL a convertible promissory note in the aggregate
principal amount of up to $8,010,000 (excluding capitalized interest) in order
to fund the Company's development funding contributions to NewCo, which note
shall be convertible into shares of the Company's common stock at a price per
share of $8.63 in connection with the credit facility; (iii) issue to EIS
546,448 shares of the Company's common stock at a price per share of $7.32; and
(iv) issue to EIS a five-year warrant to purchase 50,000 shares of the Company's
common stock at a price per share of $10.46.
The letter of intent sets forth the terms and conditions for funding and
licensing technology to NewCo. The letter of intent provides that upon the
consummation of definitive documents the Company will subscribe for a
controlling interest in a joint venture with EIS. EIS, however, will have
certain rights to prevent NewCo from undertaking certain fundamental
transactions without its consent.
The letter of intent provides that upon consummation of definitive
documents the Company will grant an exclusive license to, and Neuralab will
grant a non-exclusive license to, NewCo with respect to certain technology
related to NewCo's business purpose. In addition, Neuralab will hold a first
option to commercialize and a first right to manufacture any compounds developed
by NewCo.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Not applicable.
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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 hereunto duly authorized.
Date: July 3, 2001 CURIS, INC.
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(Registrant)
By: /s/ Doros Platika
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Doros Platika
President and Chief Executive Officer
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