SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
FORM 8-K/A
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 16, 1997
ANSAN PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-3171943
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
400 Oyster Point Boulevard, Suite 435, South San Francisco, CA 94080
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code: (415) 635-0200
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 7. EXHIBITS
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2.1 Agreement and Plan of Reorganization and Merger between Ansan
Pharmaceuticals, Inc. and Discovery Laboratories, Inc. dated July 16,
1997. ("Merger Agreement")*
2.2 Certificate of Designation of Series B Convertible Preferred Stock of
Ansan Pharmaceuticals, Inc. to be filed with the Delaware Secretary
of State in connection with the merger. (Exhibit A to Merger
Agreement)*
2.3 Certificate of Merger between Ansan Pharmaceuticals, Inc. and
Discovery Laboratories, Inc. (Exhibit B to Merger Agreement)*
2.4 Preferred Stock Purchase Agreement dated as of July 16, 1997 by and
between Ansan Pharmaceuticals, Inc. and Discovery Laboratories,
Inc. ("Stock Purchase Agreement")*
2.5 Sublicense Agreement between Ansan Pharmaceuticals, Inc. and Titan
Pharmaceuticals, Inc. dated July 16, 1997 (Exhibit C to Merger
Agreement)
3.1 Certificate of Designation of Series A Convertible Preferred Stock of
Ansan Pharmaceuticals, Inc. filed with the Delaware Secretary of State
on July 16, 1997. (Exhibit B to Stock Purchase Agreement)*
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* Previously filed.
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SIGNATURE
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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.
ANSAN PHARMACEUTICALS, INC.
Date: July 18, 1997 By: /s/ Vaughan Shalson
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Vaughan Shalson, President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit
No. Exhibit
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2.1 Agreement and Plan of Reorganization and Merger between Ansan
Pharmaceuticals, Inc. and Discovery Laboratories, Inc. dated July
16, 1997.*
2.2 Certificate of Designation of Series B Convertible Preferred Stock
of Ansan Pharmaceuticals, Inc. to be filed with the Delaware
Secretary of State in connection with the merger.*
2.3 Certificate of Merger between Ansan Pharmaceuticals, Inc. and
Discovery Laboratories, Inc.*
2.4 Preferred Stock Purchase Agreement dated as of July 16, 1997 by and
between Ansan Pharmaceuticals, Inc. and Discovery Laboratories,
Inc.*
2.5 Sublicense Agreement between Ansan Pharmaceuticals, Inc. and Titan
Pharmaceuticals, Inc. dated July 16, 1997 (Exhibit C to Merger
Agreement)
3.1 Certificate of Designation of Series A Convertible Preferred Stock
of Ansan Pharmaceuticals, Inc. filed with the Delaware Secretary of
State on July 16, 1997.*
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* Previously filed.
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