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): March 5, 2004
ARROWHEAD RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-21898 46-0408024
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
150 S. Los Robles, Ste. 480, Pasadena, CA 91101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 792-5549
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On March 5, 2004, Arrowhead Research Corporation, a Delaware corporation
("Arrowhead Research"), entered into an agreement with Dr. Harry A. Atwater and
the California Institute of Technology ("Caltech") to form a new corporation to
commercialize an ultrathin crystal film (nanofilm) technology that has been
developed by Dr. Atwater and his research group at Caltech. Pursuant to this
agreement, Caltech would grant the new company a fully-paid, worldwide,
exclusive license to use the technology for commercial purposes. As payment in
full for the technology license, Caltech will be granted a warrant to purchase
shares of the new company's common stock.
The technology is expected to provide advancements in semiconductor
technology, in which device active region optical and electrical properties can
be optimally engineered independently of the underlying substrate's thermal,
dielectric and mechanical properties. The technology enables fabrication of
high-quality single crystal semiconductor (e.g., InP, Ge, GaAs) and oxide (e.g.,
BaTiO3 , LiNbO3 , PMNPT) nanometer thickness films as surface layers transferred
onto low-cost substrates (Si, Sapphire, glass) and would enable superior
device/system performance at lower cost in applications such as photonics/ULSI
electronics integration, light-emitting diode and laser arrays, HBTs for
wireless communications and high efficiency solar cells.
Arrowhead Research has agreed to provide $2,000,000 of initial funding to
the new company, to purchase shares of preferred stock, and to contribute up to
$3,000,000 of additional capital as certain milestones in the development of its
business are met. For its investment, Arrowhead Research will own 80% of the
voting securities of the new company, with the balance to be owned by Dr.
Atwater, two scientists in his group, and a president to be subsequently
identified. Options will be granted to Dr. Atwater, the two scientists, and the
newly to be selected president of the company, which will vest over a 4-year
period. In the event that all of the outstanding options and warrants fully
vested and were exercised, along with additional options that are available for
future grant under a stock option plan, the ownership of Arrowhead Research in
the new company would be reduced, but not below 50% of the then outstanding
voting securities.
As owner of all outstanding preferred stock, Arrowhead Research will have
the right at all times to elect a majority of the members of the new company's
Board of Directors, with the remaining directors to be elected by Dr. Atwater
and the other holders of the new company's common stock. The initial Board of
Directors of the new company will be comprised of 3 representatives of Arrowhead
Research and two designees of Dr. Atwater and his group.
Arrowhead Research has agreed to sponsor additional research at Caltech,
under the direction of Dr. Atwater, to exploit a new ferroelectric film
synthesis technique recently developed by the Atwater group to make nanoscale
piezoelectric devices suitable for integration into microelectromechanical
systems (MEMS) on silicon substrates.
Execution of the agreement was publicly announced on March 9, 2004, by
means of a Press Release, a copy of which is filed as an amendment hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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A - Press Release dated March 9, 2004
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: March 9, 2004
ARROWHEAD RESEARCH CORPORATION
By: /s/ R. Bruce Stewart
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R. Bruce Stewart, President
PRESS RELEASE Contact: R. Bruce Stewart
Tuesday, March 9, 2004 07:00 ET Telephone: 626.792.5549
Email: bruce@arrowres.com
ARROWHEAD RESEARCH CORPORATION
TO FORM NEW NANOTECH SUBSIDIARY
Pasadena, California--(PR Newswire)--March 9, 2004. Arrowhead Research
Corporation (OTCBB: ARWR) announced today that it has entered into an agreement
to form a new majority-owned subsidiary to commercialize an ultrathin crystal
film (nanofilm) technology that has been developed by Dr. Harry A. Atwater and
his research group at the California Institute of Technology. The agreement
between Arrowhead Research Corporation, Dr. Atwater, and Caltech provides for
the grant of a fully-paid exclusive license to the new company to utilize the
technology for commercial application.
The technology is expected to provide advancements in semiconductor technology,
in which device active region optical and electrical properties can be optimally
engineered independently of the underlying substrate's thermal, dielectric and
mechanical properties. The technology enables fabrication of high-quality single
crystal semiconductor (e.g., InP, Ge, GaAs) and oxide (e.g., BaTiO3, LiNbO3,
PMNPT) nanometer thickness films as surface layers transferred onto low-cost
substrates (Si, Sapphire, glass) and would enable superior device/system
performance at lower cost in applications such as photonics/ULSI electronics
integration, light-emitting diode and laser arrays, HBTs for wireless
communications and high efficiency solar cells.
Arrowhead has also agreed to sponsor research at Caltech under the direction of
Dr. Atwater to exploit a new ferroelectric film synthesis technique recently
developed by the Atwater group to make nanoscale piezoelectric devices suitable
for integration into microelectromechanical systems (MEMS) on silicon
substrates.
ABOUT ARROWHEAD RESEARCH CORPORATION
Arrowhead Research Corporation funds research at universities in emerging
scientific areas, initially focusing on nanotechnology, in return for the
exclusive rights to commercially exploit any technologies and associated
intellectual property and patents developed as a result of this research. To
date, the company has entered into three agreements with the California
Institute of Technology and three of its faculty who are conducting
nano-technology research and is actively pursuing other potential partners at
Caltech and at other leading research institutions and universities.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
This news release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based upon our current expectations and speak only as
of the date hereof. Our actual results may differ materially and adversely from
those expressed in any forward-looking statements as a result of various factors
and uncertainties, including the recent economic slowdown affecting technology
companies, our ability to successfully develop products, rapid technological
change in our markets, changes in demand for our future products, legislative,
regulatory and competitive developments and general economic conditions. Our
Annual Report on Form 10-K, recent and forthcoming Quarterly Reports on Form
10-Q, recent Current Reports on Forms 8-K and 8-K/A, and other SEC filings
discuss some of the important risk factors that may affect our business, results
of operations and financial condition. We undertake no obligation to revise or
update publicly any forward-looking statements for any reason.