SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITY EXCHANGE ACT OF 1934
Date of report October 1, 1999
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NPS PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-23272 87-0439579
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(Commission File Number) (I.R.S. Employer Identification No.)
420 Chipeta Way, Salt Lake City, Utah 84108-1256
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(Address of Principal Executive Offices) (Zip Code)
(801) 583-4939
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On September 28, 1999, NPS Pharmaceuticals, Inc. and Allelix
Biopharmaceuticals Inc. announced the execution of an Arrangement Agreement
under which NPS and Allelix agreed to merge the operations of the two companies.
The Arrangement Agreement and the joint press release are filed as exhibits
to this report and are incorporated herein by reference. Shares of NPS common
stock will be offered to Allelix stockholders only through a prospectus forming
part of a registration statement that will be filed with the Securities and
Exchange Commission.
The joint press release filed as an exhibit to this report includes "safe
harbor" language, pursuant to the Private Securities Litigation Reform Act of
1995, indicating that certain statements about NPS's business and the pending
acquisition contained in the press release is "forward-looking" rather than
"historic."
Item 7. Financial Statements and Exhibits.
c. Exhibits
2.1 Arrangement Agreement, dated September 27, 1999, among NPS
Pharmaceuticals, Inc. and Allelix Biopharmaceuticals Inc.
Including the following attachments:
Schedule A, Plan of Arrangement;
Appendix I to the Plan of Arrangement (Provisions Attaching
to the Exchangeable Shares of NPS Allelix Inc.);
Schedule B, Support Agreement; and
Schedule C, Voting and Exchange Trust Agreement
99.1 Joint press release, dated September 28, 1999, issued by NPS
Pharmaceuticals, Inc. and Allelix Biopharmaceuticals Inc.
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.
NPS PHARMACEUTICALS, INC.
Date: October 1, 1999 /s/ James U. Jensen
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James U. Jensen, Vice President
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INDEX TO EXHIBITS
Exhibit
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Number Description
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2.1 Arrangement Agreement, dated September 27, 1999, among NPS
Pharmaceuticals, Inc. and Allelix Biopharmaceuticals Inc. Including the following
attachments:
Schedule A, Plan of Arrangement;
Appendix I to the Plan of Arrangement (Provisions Attaching to the
Exchangeable Shares of NPS Allelix Inc.);
Schedule B, Support Agreement; and
Schedule C, Voting and Exchange Trust Agreement
99.1 Joint press release, dated September 28, 1999, issued by NPS Pharmaceuticals,
Inc. and Allelix Biopharmaceuticals Inc.
3