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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
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Date of Report (Date of Earliest Event Reported): February 3, 1997
U.S. BIOSCIENCE, 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)
1-10392 23-2460100
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(Commission File Number) (I.R.S. Employer Identification No.)
One Tower Bridge
100 Front Street
West Conshohocken, Pennsylvania 19428
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(Address of Principal Executive Offices) (Zip Code)
(610) 832-0570
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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)
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Item 5. Other Events
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On February 4, 1997, U.S. Bioscience, Inc. (the "Company") announced
that it had entered into a Stock Purchase Agreement dated as of February 3, 1997
(the "Stock Purchase Agreement") with ALZA Corporation ("ALZA"), whereby the
Company will issue 1,178,882 shares of its Common Stock to ALZA at an aggregate
purchase price of approximately $21.5 million. The Stock Purchase Agreement is
attached hereto as Exhibit 10.25.1 and incorporated herein by reference.
On February 3, 1997, the Company and ALZA also entered into an
amendment ("Amendment No. 2") to their Ethyol(R) (Amifostine) Distribution and
Marketing Collaboration Agreement dated December 12, 1995 (the "Collaboration
Agreement"), whereby the Company agreed to pay, during 1997 and 1998, an
aggregate amount of up to $3.6 million for certain marketing and clinical
expenses in support of Ethyol, its cytoprotective product, which is marketed in
the United States exclusively by ALZA and copromoted by the Company under the
Collaboration Agreement. The Collaboration Agreement is filed as Exhibit 10.25
to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995 (the "Form 10-K") and incorporated herein by reference. Amendment No.
2 is attached hereto as Exhibit 10.25.2 and incorporated herein by reference.
The foregoing description is qualified by reference to Exhibit 10.25 to the Form
10-K and Exhibits 10.25.1 and 10.25.2 filed herewith.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
10.25.1 Stock Purchase Agreement between U.S. Bioscience, Inc. and
ALZA Corporation dated as of February 3, 1997
10.25.2 Amendment No. 2 to Distribution and Marketing Collaboration
Agreement between U.S. Bioscience, Inc. and ALZA Corporation
dated as of February 3, 1997
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SIGNATURES
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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.
U.S. BIOSCIENCE, INC.
By: /s/ Robert I. Kriebel
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Name: Robert I. Kriebel
Title: Executive Vice President and Chief
Financial Officer
February 5, 1997
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EXHIBIT INDEX
Exhibit No. Description Page
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10.25.1 Stock Purchase Agreement between U.S. Bioscience,
Inc. and ALZA Corporation dated as of February 3,
1997
10.25.2 Amendment No. 2 to Distribution and Marketing
Collaboration Agreement between U.S. Bioscience,
Inc. and ALZA Corporation dated as of February 3,
1997
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