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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): July 10, 1997
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Ascent Pediatrics, 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)
000-22347 04-3047405
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(Commission File Number) (IRS Employer Identification No.)
187 Ballardvale Street, Suite B125, Wilmington, Massachusetts 01887
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(Address of Principal Executive Offices) (Zip Code)
(508) 658-2500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 10, 1997, Ascent Pediatrics, Inc. (the "Company"), closed the
acquisition of the Feverall line of acetaminophen rectal suppositories from
Upsher-Smith Laboratories, Inc. ("Upsher-Smith"), pursuant to an Asset Purchase
Agreement dated as of March 25, 1997 (the "Asset Purchase Agreement") between
the Company and Upsher-Smith.
The purchase price was $11,721,265. The Company paid $6,221,265 of such
amount in cash (including a $250,000 deposit that the Company previously paid to
Upsher-Smith) and issued Upsher-Smith a promissory note for the balance. The
promissory note matures on February 28, 1998, does not bear interest and is
secured by all of the assets acquired by the Company from Upsher-Smith. The
assets acquired by the Company consist of the Feverall acetaminophen rectal
suppository product line and certain related assets, including the Feverall
trademark and the Feverall Sprinkle Caps powder and Acetaminophen Uniserts
suppository product lines. The purchase price was determined by arms' length
negotiations between the parties.
The source of the cash paid by the Company to Upsher-Smith was the net
proceeds of the Company's initial public offering of common stock, which was
completed in June 1997.
Pursuant to a separate Manufacturing Agreement dated as of July 10,
1997, Upsher-Smith has agreed to supply the Company with the Company's
requirements of Feverall acetaminophen rectal suppositories, and the Company has
agreed to purchase from Upsher-Smith all amounts of such product as it may
require, until July 10, 2002.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED:
The financial statements of A Product Line of Upsher-Smith
Laboratories, Inc. set forth at pages F-19 through F-23 of the Company's
Prospectus dated May 29, 1997 (the "Prospectus") filed as a part of the
Company's Registration Statement on Form S-1 (File No. 333-23319), which
Prospectus was filed with the Securities and Exchange Commission (the
"Commission") on May 30, 1997 pursuant to Rule 424(b)(3) under the Securities
Act of 1933, as amended (the "Securities Act"), are hereby incorporated by
reference herein and filed as an exhibit hereto (as Exhibit 99.1) pursuant to
Rule 12b-23(a)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
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(b) PRO FORMA FINANCIAL INFORMATION:
The Unaudited Combined Pro Forma Financial Statements of the Company
and A Product Line of Upsher-Smith Laboratories, Inc. set forth at pages F-24
through F-31 of the Prospectus, are hereby incorporated by reference herein and
filed as an exhibit hereto (as Exhibit 99.2) pursuant to Rule 12b-23(a)(3) of
the Exchange Act of 1934.
(c) EXHIBITS:
See Exhibit Index attached hereto.
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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.
Date: July 25, 1997 ASCENT PEDIATRICS, INC.
(Registrant)
By: /s/ John G. Bernardi
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John G. Bernardi
Vice President, Finance and
Treasurer
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INDEX TO EXHIBITS
Exhibit
Number Description
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2.1* Asset Purchase Agreement dated as of March 25, 1997, between the
Company and Upsher-Smith (the "Asset Purchase Agreement"), which
includes the form of Promissory Note of the Company in the face amount
of $5,500,000 as Exhibit A thereto and the form of Manufacturing
Agreement between the Company and Upsher-Smith as Exhibit E thereto
2.2** Addendum to Asset Purchase Agreement dated as of July 10, 1997, between
the Company and Upsher-Smith
23.1 Consent of KPMG Peat Marwick LLP, independent auditors
99.1 Financial Statements of A Product Line of Upsher-Smith
Laboratories, Inc.
99.2 Unaudited Combined Pro Forma Financial Statements of the Company and A
Product Line of Upsher-Smith Laboratories, Inc.
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* Incorporated by reference from Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-23319) of the Company. The
schedules to the Asset Purchase Agreement have been omitted pursuant to
Item 601(b)(2) of Regulation S-K of the Commission and will be
supplementally provided to the Commission upon request.
** Confidential treatment requested as to certain portions, which portions
are omitted and filed separately with the Commission.
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