SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) January 7, 2000
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RIBOZYME PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in charter)
Colorado 0-27914 34-1697351
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(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation
or organization)
2950 Wilderness Place, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 449-6500
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N/A
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(Former name or former address, if changed since last report.)
5. Other Events
On January 7, 2000, Ribozyme Pharmaceuticals, Inc. ("Company"), entered
into a joint venture with Elan Corporation, plc and various of its affiliates
(collectively, "Elan") to develop and commercialize the Company's ribozyme
Herzyme(TM) against Human Epidermal Growth Factor Receptor Type 2 ("HER-2") for
treatment of breast and other cancers using Elan's proprietary MEDIPAD(R) Drug
Delivery system. This joint venture was accomplished through the formation of
Medizyme Pharmaceuticals Ltd.(TM), a Bermuda limited liability company
("Medizyme"), which is owned initially 80.1% by the Company and 19.9% by Elan.
The Company, Elan and Medizyme entered into the following agreements
related to their joint venture: (1) License Agreements; (2) Warrants for shares
of the Company's common stock; (3) Convertible Promissory Note; (4) Securities
Purchase Agreement; (5) Subscription, Joint Development and Operating Agreement;
(6) Funding Agreement; and (7) Registration Rights Agreements. Under the terms
of these agreements, the Company licensed Herzyme to Medizyme, along with
certain other of its intellectual property related to ribozymes directed against
HER-2, and contributed $12.015 million in initial funding to Medizyme in
exchange for 80.1% of Medizyme's capital stock. The funds used by the Company
to provide this initial funding were received from the Company's sale to Elan of
12,015 shares of its newly authorized Series A convertible exchangeable
preferred stock ($12.015 million in liquidation amount). Elan has the right to
exchange the Series A preferred stock for 30.1% of the capital stock of Medizyme
owned by the Company or convert it into up to approximately 1,435,000 shares of
the Company's common stock in the future.
Under the terms of the Convertible Promissory Note, Elan has created a
credit facility available on a draw-down basis for the Company to use to borrow
up to $12.015 million if desired to fund the Company's portion of Medizyme
operating costs over a 2.5 year period. Elan may convert this note and accrued
interest thereon into up to 12,015 shares of the Company's Series B convertible
exchangeable preferred stock in the future.
The Series B preferred stock shall be entitled to receive mandatory
dividends for six years equal to 12.0% per year of the Original Issue Price of
$1,000.00 per share payable by issuing additional shares of Series B preferred
stock. The Series B preferred stock and accrued dividends thereon may be
converted at any time into shares of the Company's common stock in an amount
determined by dividing (x) the sum of the Original Issue Price of such share of
Series B preferred stock and all accrued and unpaid dividends thereon by (y) the
Series B Conversion Price, which is a price equal to 150% of the average closing
price of the common stock for the 60 trading days prior to the date of written
notice of the purchase request to the Company.
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As part of the transaction, Elan purchased 641,026 shares of the Company's
common stock for a purchase price of $5.0 million and committed to purchase
additional shares of common stock at a premium of up to 30% of the then Market
Price (as defined in the Securities Purchase Agreement and subject to adjustment
as provided therein) for a purchase price of $5.0 million in 15 months. In
addition, Elan received two warrants to purchase shares of the Company's common
stock: (i) a warrant to purchase 200,000 shares at an exercise price of $15.00
per share, and (ii) a warrant to purchase 300,000 shares at an exercise price of
$20.00 per share.
On January 7, 2000, the Company filed with the Delaware Secretary of State
a Certificate of Designations, Preferences and Rights of Series A Preferred
Stock and Series B Preferred Stock as provided by the Securities Purchase
Agreement.
On January 31, 2000, the Company entered into a ribozyme manufacturing
agreement with Avecia Limited, acting through its LifeScience Molecules business
("Avecia"). Pursuant to the agreement, the Company transferred proprietary
manufacturing processes and intellectual property to Avecia. Avecia is expected
to produce certain products for the Company, including Angiozyme(TM), Anti-HCV
ribozyme or other ribozyme products agreed to by the parties.
EXHIBITS
1. Securities Purchase Agreement dated January 7, 2000, among the
Company, Elan International Services, Ltd. and Elan Corporation, plc
2* License Agreement dated January 7, 2000, among Elan Pharmaceutical
Technologies (a division of Elan Corporation, plc), Elan Pharma
International Limited and Medizyme Pharmaceuticals Ltd.
3. Warrant dated January 7, 2000, issued to Elan International Services,
Ltd. to purchase up to 200,000 shares of the Company's common stock
4. Warrant dated January 7, 2000, issued to Elan International Services,
Ltd. to purchase up to 300,000 shares of the Company's common stock
5. Convertible Promissory Note dated January 7, 2000, from the Company to
Elan International Services, Ltd.
6* Subscription, Joint Development and Operating Agreement dated January
7, 2000, among the Company, Elan Corporation, plc, Elan Pharma
International Limited, Elan International Services, Ltd. and Medizyme
Pharmaceuticals Ltd.
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7. Funding Agreement dated January 7, 2000, among the Company, Elan
Pharmaceutical Technologies (a division of Elan Corporation, plc),
Elan Pharma International Limited and Elan International Services,
Ltd.
8* License Agreement dated January 7, 2000, between the Company and
Medizyme Pharmaceuticals Ltd.
9. Registration Rights Agreement dated January 7, 2000, between the
Company and Elan International Services, Ltd.
10. Registration Rights Agreement dated January 7, 2000, among the
Company, Elan International Services, Ltd. and Medizyme
Pharmaceuticals Ltd.
11. Certificate of Designations, Preferences and Rights of Series A
Preferred Stock and Series B Preferred Stock of the Company
12.* Agreement dated January 31, 2000, between the Company and Avecia
Limited.
*Confidential treatment has been requested for portions of these agreements.
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.
RIBOZYME PHARMACEUTICALS, INC.
DATE: February 8, 2000 By: /s/ Dr. Ralph E. Christoffersen
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Dr. Ralph E. Christoffersen, President
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