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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):
MAY 22, 2000
CAMBRIDGE NEUROSCIENCE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19193 13-3319074
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE KENDALL SQUARE, BUILDING 700, CAMBRIDGE, MA 02139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 225-0600
Total Number of Pages 9.
Exhibit Index at Page 4.
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ITEM 5 - OTHER EVENTS
On May 22, 2000, Cambridge NeuroScience, Inc. (the "Company") and CeNeS
Pharmaceuticals plc, a Scottish corporation ("CeNeS") entered into an Agreement
and Plan of Merger (the "Merger Agreement") which provides for among other
things, the acquisition of the Company by CeNeS through a stock merger. The
Merger Agreement provides for the merger of a wholly-owned subsidiary of CeNeS
into the Company (the "Acquisition"). Under the terms of the Merger Agreement,
each Company shareholder will receive a number of shares of CeNeS ordinary
shares equal to the exchange ratio for each share of Company common stock. The
exact exchange ratio will be determined by dividing $2.25 by the average of the
closing prices of a share of CeNeS stock on the London Stock Exchange for ten
consecutive full trading days ending two trading days prior to the closing date
(the "CeNeS Price"). In the event the CeNeS Price (i) decreases below $.9586
then the exchange ratio shall remain fixed at 2.3472 or (ii) increases above
$1.3915 then the exchange ratio will be fixed at 1.6170. The transaction is
expected to be a tax-free exchange to the holders of Company common stock.
The transaction may be terminated by the Board of Directors of the
Company if the CeNeS Price is less than $.6182.
The Acquisition is subject to customary conditions, including but not
limited to, the approval of CeNeS shareholders and Company shareholders.
The Company also announced that effective May 22, 2000, Harry W.
Wilcox, III resigned as President and Chief Executive Officer of the Company,
and that Robert N. McBurney, Ph.D., was named President and Chief Executive
Officer of the Company.
The information contained in the news release relating to the foregoing
is incorporated herein by reference and filed as Exhibit 99.1 hereto.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 The Company's News Release dated May 23, 2000.
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SIGNATURE
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.
CAMBRIDGE NEUROSCIENCE, INC.
Date: June 6, 2000 /s/ Robert N. McBurney, Ph.D.
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Robert N. McBurney, Ph.D.
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
SEQUENTIAL
NUMBER DESCRIPTION
99.1 The Company's News Release dated May 23, 2000.
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