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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 19, 1996
CAMBRIDGE NEUROSCIENCE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19193 13-3319074
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
ONE KENDALL SQUARE, BUILDING 700, CAMBRIDGE, MASSACHUSETTS 02139
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 225-0600
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ITEM 5. OTHER.
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On November 21, 1996 Cambridge NeuroScience, Inc. (the "Company")
entered into a collaboration with Vision Pharmaceuticals L.P. ("Allergan") to
develop treatments for glaucoma and other ophthalmic diseases. Upon signing a
Collaborative Research, Development and Marketing Agreement, the Company also
entered into a Stock Purchase Agreement and a Credit Agreement with Allergan
(collectively, the "Allergan Agreements"). In connection with the Allergan
Agreements, Allergan purchased 175,103 shares of the Company's Common Stock for
$3.0 million. Allergan has also agreed to provide an additional $3.0 million in
research funding over the next three years and to establish a $2.0 million line
of credit for the Company, pursuant to the Allergan Agreements. The information
contained in the Allergan Agreements is incorporated herein by reference and
filed as Exhibits 99.1, 99.2 and 99.3.
On August 19, 1996 the Company entered into an agreement with Boehringer
Ingelheim International GmbH ("BII") amending the terms of the March 1995 Stock
Purchase and License Agreements between the Company and BII (the "Amendment").
Pursuant to the Amendment, the Company received a milestone payment of $10.0
million in exchange for 1,237,624 shares of the Company's Common Stock. The
information contained in the Amendment is incorporated herein by reference and
filed as Exhibit 99.4 hereto.
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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.
Date: December 17, 1996 CAMBRIDGE NEUROSCIENCE, INC.
By: /s/ Harry W. Wilcox, III
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Harry W. Wilcox, III
Senior Vice President, Finance
and Business Development; Chief
Financial Officer
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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* 99.1 Collaborative Research, Development and Marketing
Agreement dated as of November 20, 1996 between
Cambridge NeuroScience, Inc. and Vision Pharmaceuticals
L.P. Filed herewith.
* 99.2 Stock Purchase Agreement dated as of November 20, 1996
between Cambridge NeuroScience, Inc. and Vision
Pharmaceuticals L.P. Filed herewith.
* 99.3 Credit Agreement dated as of November 20, 1996 between
Cambridge NeuroScience, Inc. and Vision Pharmaceuticals
L.P. Filed herewith.
* 99.4 Amendment to Stock Purchase Agreement and License
Agreement between Cambridge NeuroScience, Inc. and
Boehringer Ingelheim International GmbH dated as of
August 19, 1996. Filed herewith.
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* Confidential portions have been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934.