================================================================================
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
November 9, 2000
Date of Report (Date of earliest event reported)
DURA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-19809 95-3645543
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
7475 Lusk Boulevard, San Diego, California 92121
(Address of principal executive offices)
(858) 457-2553
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
================================================================================
Item 1. Change in Control of Registrant
Effective on November 9, 2000, Carbon Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Elan (as defined below)
("Acquisition Sub"), merged with and into Dura Pharmaceuticals, Inc. ("Dura"),
with Dura surviving the merger (the "Merger"), pursuant to an Agreement and Plan
of Merger, dated as of September 10, 2000, by and among Elan Corporation, plc, a
public limited liability company organized under the laws of Ireland ("Elan"),
Acquisition Sub and Dura (the "Merger Agreement"). As a result of the Merger,
Dura became a wholly owned subsidiary of Elan.
Pursuant to the Merger, each share of Dura's common stock, par value $.001
per share, was converted into 0.6715 of an Elan American depositary share (an
"Elan ADS"). Each Elan ADS represents one Elan ordinary share, par value 5 Euro
cents, and is evidenced by one Elan American depositary receipt.
Dura's stockholders adopted the Merger Agreement at a special meeting of
stockholders held on November 9, 2000.
On November 10, 2000 Elan issued a press release announcing the completion
of the Merger and other matters (the "Press Release"). Each of the Press Release
and the Merger Agreement is an exhibit hereto and is incorporated by reference
herein.
Item 7. Exhibits.
(c) Exhibits:
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of September 10, 2000, by
and among Elan Corporation, plc, Carbon Acquisition Corp. and
Dura Pharmaceuticals, Inc. (incorporated by reference to Annex A
to the Proxy Statement/Prospectus included as part of the
Registration Statement on Form F-4 of Elan filed with the
Securities and Exchange Commission (the "SEC") on October 10,
2000 (No. 333-127567))
99 Press Release of Elan, dated November 10, 2000 (incorporated by
reference to the Report of Foreign Issuer on Form 6-K of Elan for
the period ended November 10, 2000, filled with the SEC on
November 13, 2000)
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.
Dated: November 22, 2000
DURA PHARMACEUTICALS, INC.
By: /s/ Mitchell R. Woodbury
-----------------------------------------
Mitchell R. Woodbury
Senior Vice President and General Counsel
-2-
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of September 10, 2000, by and
among Elan Corporation, plc, Carbon Acquisition Corp. and Dura
Pharmaceuticals, Inc. (incorporated by reference to Annex A to the
Proxy Statement/Prospectus included as part of the Registration
statement on Form F-4 of Elan filed with the Securities and Exchange
Commission (the "SEC") on October 10, 2000 (No. 333-127567))
99 Press Release of Elan, dated November 10, 2000 (incorporated by
reference to the Report of Foreign Issuer on Form 6-K of Elan for the
period ended November 10, 2000, filled with the SEC on November 13,
2000)