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
November 25, 1997
Date of Report (Date of earliest event reported)
DISCOVERY LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-26422 94-3171943
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
509 Madison Avenue, 14th Floor
New York, New York 10022
(Address of principal executive offices)
(212) 223-9504
(Registrant's telephone number, including area code)
Item 5. Other Events
Effective 5:00 p.m. (Eastern Daylight Time) on November 25, 1997, pursuant
to an Agreement and Plan of Merger (the "Merger Agreement") dated as of July 16,
1997, between Ansan Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), and Discovery Laboratories, Inc., a Delaware corporation ("Old
Discovery"), Old Discovery merged with and into the Company (the "Merger"). In
connection with the Merger, the Company changed its name to Discovery
Laboratories, Inc. Concurrently with the effectiveness of the Merger, the
Company effected a 1-for-3 reverse split (the "Reverse Split") of its
outstanding Common Stock, par value $0.001 per share (the "Company Common
Stock"), and its outstanding Class A and Class B Warrants.
As a consequence of the Merger and the Reverse Split, each share of Common
Stock of Old Discovery will be exchanged for 0.389157 shares of new Company
Common Stock and each share of Series A Convertible Preferred Stock of Old
Discovery (each of which was convertible into 4 shares of the Common Stock of
Old Discovery) will be exchanged for one share of Series B Convertible Preferred
Stock of the Company. Each share of Series B Convertible Preferred Stock of the
Company will be convertible into 1.556628 shares of new Company Common Stock.
Cash will be paid in lieu of fractional shares of new Company Common Stock.
As a consequence of the Reverse Split, each share of Company Common Stock
outstanding immediately prior to the Merger will be exchanged for 1/3 of a share
of new Company Common Stock. Cash will be paid in lieu of fractional shares of
new Company Common Stock. Each Class A Warrant outstanding immediately prior to
the Merger will be exchanged for 1/3 of a new Class A Warrant and each Class B
Warrant outstanding at such time will be exchanged for 1/3 of a new Class B
Warrant. Each new Class A Warrant will be exercisable for one share of new
Company Common Stock and one new Class B Warrant at an exercise price of $19.50
per new Class A Warrant. Each new Class B Warrant will be exercisable for one
share of new Company Common Stock at an exercise price of $26.25 per Class B
Warrant.
Continental Stock Transfer & Trust Company ("Continental") has been
retained by the Company to serve as exchange agent in connection with the Merger
and the Reverse Split. As soon as reasonably practicable, the Company will mail
transmittal letters to stockholders of record of Old Discovery at the effective
time of the Merger and will cause Continental to mail transmittal letters to
stockholders and warrantholders of record of the Company at the effective time
of the Merger. The transmittal letters will contain instructions for use in
effecting the surrender of securities for exchange (and for payment in lieu of
fractional shares of new Company Common Stock) pursuant to the Merger and the
Reverse Split.
As of the effective time of the Merger, Louis R. Bucalo, Lindsay A.
Rosenwald, M.D. and Ilan Cohen resigned from the Board of Directors of the
Company, the size of the Board was increased to ten directors and Steve H.
Kanzer, C.P.A., Esq., James S. Kuo, M.D., Evan Myrianthopoulos, Jeurg F. Geigy,
Esq., Max Link, Ph.D., Herbert H. McDade, Jr., and Marc C. Rogers, M.D., former
directors of Old Discovery, were elected to the Board of Directors of the
Company, thereby fulfilling the requirements of the Merger Agreement regarding
the size and composition of the Board immediately following the Merger.
The foregoing description of and references to the above-referenced
agreements and transactions are qualified in their entirety by reference to the
complete text of the Merger Agreement (which is incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement on Form S-4 filed August 25,
1997 (Registration No. 333-34337) (the "Registration Statement") and the press
release issued by the Company on November 26, 1997 with respect to the
effectiveness of the Merger and the Reverse Split, which press release is
attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired
It is impracticable to provide certain of the required financial
statements for Old Discovery at the date hereof. The Company
undertakes to file such required financial statements by means
of an amendment to this Current Report on Form 8-K as soon as
practicable, but in no event later than February 6, 1998. The
Company incorporates herein by reference the financial
statements of Old Discovery set forth on pages F-23 through F-34
of Part I of Amendment No. 2 to the Registration Statement filed
on October 24, 1997, copies of which financial statements are
included as Exhibit 99.1 hereto.
(b) Pro Forma Financial Information
Attached hereto as Exhibit 99.2 is certain pro forma financial
information which the Company is required to file on or before
November 30, 1997 pursuant to a temporary exemption received by
the Company from The NASDAQ Stock Market, Inc. during July 1997
with respect to the requirements for listing the Company's
securities on the NASDAQ SmallCap Market.
It is impracticable to provide certain of the pro forma
financial information required pursuant to Article 11 of
Regulation S-X at the date hereof. The Company undertakes to
file such required pro forma financial information by means of
an amendment to this Current Report on Form 8-K as soon as
practicable, but in no event later than February 6, 1998. The
Company incorporates by reference the pro forma financial
statement set forth on p. 58 of Part I of Amendment No. 2 to the
Registration Statement, a copy of which pro forma financial
statement is included in Exhibit 99.2 hereto.
(c) Exhibits:
2.1 Agreement and Plan of Reorganization and Merger dated as
of July 16, 1997, between the Company and Old Discovery filed as
Exhibit 2.1 to the Company's Registration Statement is
incorporated herein by reference.
23.1 Consent of Richard A. Eisner & Company, LLP, Independent
Auditors.
99.1 Financial Statements of Business Acquired.
99.2 Pro Forma Financial Information.
99.3 Press Release dated November 26, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
DISCOVERY LABORATORIES, INC.
Date: November 26, 1997
By: /s/ James S. Kuo
-----------------------------
Name: James S. Kuo, M.D.
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Reorganization and
Merger dated as of July 16, 1997,
between the Company and Old Discovery
filed as Exhibit 2.1 to the Registration
Statement is incorporated herein by
reference.
23.1 Consent of Richard A. Eisner & Company,
LLP, Independent Auditors.
99.1 Financial Statements of Business
Acquired.
99.2 Pro Forma Financial Information.
99.3 Press Release dated November 26, 1997.