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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 5, 1997
DEPOTECH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation)
0-26862 33-0387911
(Commission File Number) (IRS Employer Identification No.)
10450 Science Center Drive, San Diego, California, 92121
(Address of Principal Executive Offices) (Zip Code)
(619) 625-2424
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On June 5, 1997, DepoTech Corporation, a California corporation
("DepoTech"), repurchased from Chiron Corporation, a Delaware Corporation
("Chiron"), exclusive marketing rights to DepoCyt in Canada and Europe. Chiron
will retain exclusive marketing rights to DepoCyt in the U.S. DepoCyt, an
injectable sustained-release formulation of the chemotherapeutic agent
cytarabine, is an anti-cancer agent for use in patients with neoplastic
meningitis. Chiron and DepoTech have been jointly developing DepoCyt in the
U.S., Canada and Europe since March 1994 and DepoTech filed a New Drug
Application ("NDA") with the U.S. Food and Drug Administration ("FDA") for
DepoCyt in April 1997.
The purchase price consisted of an aggregate of $13.7 million. A
partial cash payment is due not later than December 31, 1997. The remaining
amounts are payable as follows:
(i) If, prior to December 31, 1998, the FDA issues a letter or
other notification (the "FDA Notification") indicating that
the NDA with respect to DepoCyt in the U.S. is approvable or
approved, the entire remaining amounts shall be payable upon
the date of the FDA Notification. DepoTech shall, at its
option, pay the entire amount in cash on the date of the FDA
Notification, or deliver to Chiron on such date a promissory
note, for the principal amount of the unpaid balance due
not later than December 31, 1998.
(ii) If no FDA Notification is issued by the FDA prior to December
31, 1998, the entire remaining amounts shall be payable upon
the date of the earliest of the FDA Notification or the
issuance of any letter or other notification indicating that
an application to market and sell DepoCyt is approvable or
approved by the applicable regulatory authority of the
European Union or the United Kingdom, France, Germany, Italy
or Spain (collectively the "Major Market Countries") (such
earliest date referred to herein as the "Later Payment Date").
DepoTech shall, at its option, pay the entire amount in cash
on the Later Payment Date, or deliver to Chiron on such date a
short term promissory note for the principal amount of the
unpaid balance.
(iii) In the event that all applications for regulatory approval to
market and sell DepoCyt in the United States, the European
Union, and all Major Market Countries are permanently
withdrawn, or no such applications are filed, DepoTech shall
be relieved of the obligation to pay the remaining amounts and
Chiron shall have the right to cause the rights to DepoCyt in
Europe only to revert to it.
The purchase price was determined in an arm's length negotiation
between Chiron and DepoTech.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
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Exhibit 2.1 Amendment #2 to Collaboration Agreement, dated June 5, 1997 between
DepoTech Corporation and Chiron Corporation ("Amendment #2"). The
exhibit referenced in Amendment #2 has not been included because it
contains information that is not material to an investment decision
and is otherwise discussed in the agreement; it will be provided
supplementally to the Commission upon request.
Exhibit 99.1 Press Release dated June 6, 1997
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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.
DEPOTECH CORPORATION
Date: June 20, 1997 By: /s/ Edward L. Erickson ,
---------------------------
President and Chief Executive
Officer
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Document Page
------ -------- --------
2.1 Amendment #2 to Collaboration Agreement dated June 5, 1997 between II-1
DepoTech Corporation and Chiron Corporation ("Amendment #2"). The
exhibit referenced in Amendment #2 has not been included because it
contains information that is not material to an investment decision
and is otherwise discussed in the agreement; it will be provided
supplementally to the Commission upon request.
99.1 Press Release dated June 6, 1997 II-8