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) May 23, 2001
INCARA PHARMACEUTICALS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27410 56-1924222
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(Commission File Number) (IRS Employer ID Number)
P.O. Box 14287
79 T. W. Alexander Drive
4401 Research Commons, Suite 200
Research Triangle Park, North Carolina 27709
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (919) 558-8688
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Item 5. Other Events
On January 22, 2001, Incara Pharmaceuticals Corporation ("Incara") closed
on a collaborative transaction with Elan Corporation, plc, an Irish company
("Elan"), Elan International Services, Ltd., a Bermuda exempted limited
liability company ("Elan International") and Elan Pharma International Limited,
an Irish private limited liability company ("Elan Pharma"). The collaboration
has been undertaken to develop OP2000, an ultra-low molecular weight heparin,
for the treatment of inflammatory bowel disease. The collaboration was reported
in a Current Report on Form 8-K dated January 29, 2001.
Incara, Elan International and Elan Pharma have agreed to amend the
Securities Purchase Agreement, which was previously amended and which amendments
were filed as exhibits to Incara's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001. In the Securities Purchase Agreement, as originally
executed, upon the later of the completion of enrollment of the Phase 2/3
clinical trial OP201 or December 21, 2001, Elan International would purchase
$1,000,000 of Incara's Series B convertible preferred stock at a per share price
that would be ten times the greater of (a) the average per share price of Incara
common stock for the day prior to the purchase, or (b) a 25% premium to the
average daily price per share of Incara common stock for the 60 trading day
period immediately prior to the purchase, both as reported on the Nasdaq
National Market. In addition, as part of the $1,000,000 payment, Incara would
issue to Elan International a five-year warrant for 20% of the shares of Series
B convertible preferred stock purchased by Elan International. Incara, Elan
International and Elan Pharma have amended this provision of the Securities
Purchase Agreement to provide that in no event will the number of shares of
Series B preferred stock purchased and underlying warrants issued in this second
closing exceed 150,000 shares. In addition, if this share limitation is
triggered, the purchase of the shares and warrants will not be mandatory, but
instead will be at the option of Elan.
Item 7. Financial Statement and Exhibits
(a) Exhibits
Exhibit
No.
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3.1 Certificate of Incorporation, as amended
10.66 Third Agreement and Amendment, effective as of January 22, 2001,
by and among Incara Pharmaceuticals Corporation, Elan
International Services, Ltd. and Elan Pharma International
Limited
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SIGNATURE
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.
INCARA PHARMACEUTICALS CORPORATION
Date: June 1, 2001
/s/ RICHARD W. REICHOW
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Richard W. Reichow, Executive Vice
President and Chief Financial Officer
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