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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 30, 1998
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SCICLONE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
California 0-19825 94-3116852
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(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
901 Mariners Island Blvd.
San Mateo, California 94404
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 358-3456
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ITEM 5. OTHER EVENTS.
SciClone Pharmaceuticals, Inc. ("SciClone" or the "Company") entered
into a Structured Equity Line Flexible Financing(SM) Agreement dated as of June
30, 1998 (the "Equity Line") with Cheyenne LLC (the "Investor"), an investment
group managed by the Palladin Group L.P. The Equity Line allows the Company to
access up to $32 million through sales of its Common Stock to the Investor over
a two-year period. Under the Equity Line, SciClone, at its sole option and
discretion, can obtain up to $4,000,000 per quarter for two years through sales
of its Common Stock, subject to the satisfaction of certain conditions,
including, without limitation, registration of the Investor's resale of the
shares, a minimum trading price per share, volume limitations, and limitations
on the number of shares of the Company's Common Stock the Investor may hold at
any point in time. Any shares which SciClone elects to sell under the Equity
Line will be sold at a 3% discount to the average sale price of SciClone's
Common Stock over a specified period of time prior to the date of each sale.
Pursuant to and upon execution of the Equity Line, the Company issued a
five-year warrant to purchase 200,000 shares of its Common Stock at an exercise
price of $5.53 per share to the Investor. The Equity Line further provides that
SciClone will issue warrants to purchase up to an additional 300,000 shares of
Common Stock at no less than $5.53 per share to the Investor based upon the
number of shares of Common Stock purchased by the Investor each calendar year
during the term of the Equity Line.
A copy of the press release announcing the execution of the Equity Line
is attached as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. EXHIBITS.
Exhibit No. Description
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10.1 Structured Equity Line Flexible Financing(SM) Agreement by and between the
registrant and Cheyenne LLC dated as of June 30, 1998
10.2 Warrant to purchase up to 200,000 shares of Common Stock of registrant
issued to Cheyenne LLC dated as of June 30, 1998
10.3 Registration Rights Agreement by and between the registrant and Cheyenne
LLC dated as of June 30, 1998
99.1 Press Release dated July 8, 1998
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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 thereunto duly authorized.
Date: July 22, 1998 SCICLONE PHARMACEUTICALS, INC.
By: /s/ Donald R. Sellers
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Donald R. Sellers
President and Chief Executive Officer
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SCICLONE PHARMACEUTICALS, INC.
EXHIBIT INDEX
TO FORM 8-K
Sequentially
Numbered
Exhibit No. Description Page
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10.1 Structured Equity Line Flexible Financing(SM) Agreement by
and between the registrant and Cheyenne LLC dated as of June
30, 1998
10.2 Warrant to purchase up to 200,000 shares of Common Stock of
registrant issued to Cheyenne LLC dated as of June 30, 1998
10.3 Registration Rights Agreement by and between the registrant and
Cheyenne LLC dated as of June 30, 1998
99.1 Press Release dated July 8, 1998
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