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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):
DECEMBER 23, 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 December 23 1996, Cambridge NeuroScience, Inc. (the "Company"), The
J. David Gladstone Institutes ("Gladstone") and The Regents of the University
of California (the "University") entered into a collaboration for the
development of treatments for Alzheimer's disease and other neurological
diseases, disorders or injuries. In connection with the collaboration, the
Company formed a subsidiary, Cambridge NeuroScience Partners, Inc. ("CNPI").
The Company purchased 80% of the outstanding common stock of CNPI and made a
$1.25 million equity investment in CNPI immediately prior to the consummation
of the collaboration. The University and Gladstone own 5% and 15%,
respectively, of the outstanding shares of CNPI common stock. In
connection with the collaboration, the parties executed a Sponsored Research
and Collaboration Agreement, an Option Agreement and a Stockholders' Rights
Agreement (the "Agreements"). Pursuant to the terms of the collaboration,
Gladstone will conduct a research program over a three-year period, for which
CNPI will provide at least $1.25 million in funding per year. The University
granted CNPI an exclusive three-year option to negotiate an exclusive
worldwide, royalty-bearing license for patentable rights in intellectual
property covered by or arising from the research program within the field,
subject to certain terms and conditions set forth in the option agreement. CNPI
paid the University an initial license option fee and will make additional
option fee payments during the term of the research program and, if applicable,
upon exercise of the option. The final terms of such license have not been
determined but will require ongoing commitments and expenditures, in addition
to royalty payments, by CNPI. There can be no assurance that such commitments
and other terms will be favorable to CNPI and/or the Company. The University
and Gladstone also granted CNPI a right of first negotiation for an exclusive
license for inventions arising from the research program outside of the field.
The Company has guaranteed CNPI's obligations with respect to the
collaboration, including CNPI's financial obligations. The information
contained in the Agreements is incorporated herein by reference and filed as
Exhibits 99.1, 99.2 and 99.3 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits.
EXHIBIT
NO. DESCRIPTION
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99.1* Sponsored Research and Collaboration Agreement dated as of
December 23, 1996 between The J. David Gladstone Institutes and
Cambridge NeuroScience Partners, Inc. Filed herewith.
99.2* Option Agreement dated as of December 23, 1996 by and among The
Regents of the University of California, Cambridge NeuroScience
Partners, Inc. and Cambridge NeuroScience, Inc. Filed herewith.
99.3* Stockholders' Rights Agreement dated as of December 23, 1996 by and
among Cambridge NeuroScience Partners, Inc., Cambridge NeuroScience,
Inc., The J. David Gladstone Institutes and The Regents of the
University of California. 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, as amended.
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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 30, 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
NO. DESCRIPTION
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99.1* Sponsored Research and Collaboration Agreement dated as of December
23, 1996 between The J. David Gladstone Institutes and Cambridge
NeuroScience Partners, Inc. Filed herewith.
99.2* Option Agreement dated as of December 23, 1996 by and among The
Regents of the University of California, Cambridge NeuroScience
Partners, Inc. and Cambridge NeuroScience, Inc. Filed herewith.
99.3* Stockholders' Rights Agreement dated as of December 23, 1996 by and
among Cambridge NeuroScience Partners, Inc., Cambridge NeuroScience,
Inc., The J. David Gladstone Institutes and The Regents of the
University of California. 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, as amended.