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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) August 28, 2001
AMERICAN BIOGENETIC SCIENCES, 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)
0-19041 11-2655906
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(Commission File Number) (I.R.S. Employer Identification No.)
1375 Akron Street, Copiague, New York 11726
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(Address of Principal Executive Offices) (Zip Code)
(631) 789-2600
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On August 28, 2001, Biotechnology Value Fund, L.P. and certain of its
affiliates (collectively, "BVF") made an additional approximately $2 million
investment in American Biogenetic Sciences, Inc. pursuant to a Securities
Purchase Agreement between us dated as of August 23, 2001. In exchange for BVF's
investment, ABS agreed to:
- BVF's purchase of 3,333 shares of our newly designated Series B Convertible
Preferred Stock at a price of $.60 per share and purchase of the related
five year Series B Warrants to purchase 3,333,000 shares of our Common
Stock at an exercise price of $1.00 per share;
- the amendment of certain of the terms of the previously issued Series A
Convertible Preferred Stock and related Series A Warrants to conform them
to the Series B Preferred Stock and Series B Warrants; and
- issue to BVF a Revenue Participation Note.
In connection with the foregoing, BVF granted us rights to redeem the
Series A Preferred Stock and Series B Preferred Stock and to cancel related
Series A Warrants and Series B Warrants in proportion to payments under the
Revenue Participation Note.
In connection with the completion of the transactions under the
Securities Purchase Agreement, we entered into various related agreements dated
August 28, 2001 with BVF. As a condition of increasing its aggregate investment
in us to approximately $5 million, BVF required ABS to issue to it the Revenue
Participation Note, under which we agreed to pay BVF 25% of any royalties we
actually receive under a January 2000 Exclusive License Agreement with Abbott
Laboratories, up to a ceiling of $25 million in payments under the Revenue
Participation Note. However, we were given the right, each time we make payments
under the Revenue Participation Note, to redeem a percentage of the Series A
Preferred Stock and Series B Preferred Stock and the related Series A Warrants
and Series B Warrants which equals the percentage of the $25 million ceiling
which the payments we made under the Revenue Participation Note constitute.
We granted BVF a security interest in the percentage of the royalty
payments to which it is entitled in order to secure our obligations under the
Revenue Participation Note.
We also granted BVF certain demand and piggyback registration rights
with respect to the Series B Preferred Stock and Series B Warrants, and amended
the terms of the registration rights previously granted to the Series A
Preferred Stock and Series A Warrants in March 2000 to conform to the terms
applicable to the Series B.
The foregoing is not intended to be a full and complete description of
the transaction. Terms of the transaction are more fully described in the copies
of the Securities Purchase Agreement, the Certificate of Amendment to Amended
and Restated Certificate of Incorporation, the form of Amended and Restated
Series A Warrant, the form of Series B Warrant, the Registration Rights
Agreement, the Revenue Participation Note, the Security Agreement and the Call
Option Agreement attached as exhibits to this Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS
4.1 Securities Purchase Agreement, dated as of August 23,
2001, by and among American Biogenetic Sciences, Inc.
and Biotechnology Value Fund, L.P., Biotechnology
Value Fund II, L.P. Investment 10, L.L.C. and BVF
Investments, L.L.C.
4.2 Certificate of Amendment to Amended and Restated
Certificate of Incorporation, dated August 28, 2001.
4.3 Registration Rights Agreement, dated as of August 28,
2001, by and among American Biogenetic Sciences, Inc.,
Alfred J. Roach, Biotechnology Value Fund, L.P.,
Biotechnology Value Fund II, L.P. Investment 10,
L.L.C. and BVF Investments, L.L.C.
4.4 Form of Amended and Restated Series A Warrant issued
pursuant to the Securities Purchase Agreement.
4.5 Form of Series B Warrant issued pursuant to
Securities Purchase Agreement.
4.6 Revenue Participation Note, dated August 28, 2001.
4.7 Security Agreement, dated August 28, 2001, between
American Biogenetic Sciences, Inc. and Biotechnology
Value Fund, L.P., Biotechnology Value Fund II, L.P.
Investment 10, L.L.C. and BVF Investments, L.L.C.
4.8 Call Option Agreement, dated August 28, 2001, between
American Biogenetic Sciences, Inc. and the Investors.
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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, thereunto duly authorized.
AMERICAN BIOGENETIC SCIENCES, INC.
Dated: September 18, 2001
By: /s/ Josef C. Schoell
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Josef C. Schoell
President, Chief Operating Officer
and Chief Financial Officer
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