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UNITED STATES
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): November 11, 1999
Commission file number 0-22332
INSITE VISION INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 94-3015807
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
965 ATLANTIC AVENUE
ALAMEDA, CA 94501
(Address of Principal Executive Offices, including Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 865-8800
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Item 5. Other Events
In a press release disseminated on November 11, 1999 (the "Press Release"),
InSite Vision Incorporated (the "Company") publicly announced that, as of
November 11, 1999, it had signed an agreement to license the ISV-900 technology
for diagnostic, prognostic and therapeutic applications to Pharmacia & Upjohn,
Inc ("P&U"). The transaction consists of three parts, the ISV-900 Project
Agreement, Stock Purchase Agreement and Credit Agreement.
ISV-900 Project Agreement
The ISV-900 Project Agreement is between Pharmacia & Upjohn AB, a Swedish
corporation ("P&U AB") and the Company. In this agreement P&U AB was granted an
exclusive worldwide license and sublicense to the Company's ISV-900 technology,
including rights to patents and know how related thereto, for diagnostic,
prognostic and therapeutic applications. The agreement provides the Company with
a $5.0 million up front licensing fee, up to $5.0 million in research and
development payments to the Company over the next three years, and the potential
for up to $3.0 million in milestone payments, and royalties on the sales of the
product if it is successfully commercialized.
Stock Purchase Agreement
The Stock Purchase Agreement is between P&U AB and the Company. This
agreement provides for a $2.0 million equity investment in the Company by P&U AB
to be made 45 business days subsequent to the date of the agreement. The price
of the shares to be issued will be determined at that time and will be based on
an average of the market price of the Company's common stock on the American
Stock Exchange. The agreement also provides for a standstill period of thirty
(30) months during which P&U and its subsidiaries will not purchase additional
shares of the Company, other than those provided for under any existing
agreements between the companies, without the prior written consent of the
Company. This standstill period will terminate earlier if certain actions are
taken by other parties to acquire more than a 9.99% interest in the stock of the
Company or if any other party announces their intention to assume control of the
Company, whether by tender offer, merger, proxy contest or otherwise.
Credit Agreement
The Credit Agreement is between P&U and the Company. This agreement
provides for a $4.0 revolving line of credit to be made available to the Company
on November 11, 2001 for a period of three (3) years. Any amounts drawn on the
line will bear interest at a rate of three percent (3%) over the prime rate
announced by Chase Manhattan Bank in New York City. At the Company's discretion,
repayments on the line may be made in cash at any point, or the total amount due
at the end of the loan period may be paid by issuance of the Company's stock at
a twenty five percent (25%) premium to the average market price of the stock for
a period prior to the end of the loan period. The loan provides for certain
affirmative and negative covenants as well as other terms and conditions.
A copy of the Press Release is attached hereto as Exhibit 99 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
The registrant has determined that no financial statements are required to
be filed pursuant to this item.
(b) Pro Forma Financial Information
The registrant has determined that no pro forma financial information is
required to be filed pursuant to this item.
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(c) Exhibits
Exhibit No. Description
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99 Press Release dated November 11, 1999
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: November 30, 1999 InSite Vision Incorporated
(Registrant)
By: /s/ S. Kumar Chandrasekaran
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Name: S. Kumar Chandrasekaran, Ph.D.
Title: Chief Executive Officer
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InSite Vision Incorporated
Exhibit Index
to Form 8-K
Exhibit No. Description
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99 Press Release dated November 11, 1999