UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 31, 2001
ANTARES PHARMA, INC.
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(Exact Name of Registrant as Specified in Charter)
Commission File Number: 0-20945
Minnesota 0-20945 41-1350192
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
161 Cheshire Lane, Minneapolis, MN 55441
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (763) 475-7700
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Medi-Ject Corporation
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(Former Name of Registrant, Changed Since Last Report)
Item 1. Changes in Control of Registrant.
In July 2000, Medi-Ject Corporation entered into a Purchase Agreement with
Permatec Holding AG, Permatec Pharma AG, Permatec Technologie AG (each of the
foregoing, a company organized under the laws of Switzerland), and Permatec NV
(a company organized under the laws of the Netherlands, Antilles) (Permatec
Pharma AG, Permatec Technologie AG and Permatec NV, each a "Subsidiary" and
collectively, the "Subsidiaries"). The Subsidiaries' business is the development
of new, and the improvement of existing, technology for the delivery of drug
compounds, encompassing four main areas: patches, gels, fast-dissolving tablets
and transbuccal tablets.
Pursuant to the Purchase Agreement, on January 31, 2001, Medi-Ject Corporation
purchased all of the outstanding shares of each Subsidiary (the "Subsidiaries'
Stock"). In exchange, we issued 2,900,000 shares of Medi-Ject Corporation common
stock to Permatec.
Upon the issuance, Permatec owned approximately 67% of the outstanding shares of
the Medi-Ject common stock. For accounting purposes, Permatec is deemed to have
acquired Medi-Ject. Permatec had
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two other subsidiaries that were in the process of dissolving. All liabilities
and benefits relating to those two subsidiaries remain with Permatec and are not
part of our acquisition of the Subsidiaries. Permatec remains in existence after
the close of the Share Transaction. Dr. Jacques Gonella, Chairman and founder of
Permatec, beneficially holds 96.9% of the outstanding stock of Permatec.
As a condition to the closing of this transaction, Karl Groth, Dr. Geoffrey Guy,
Dr. Fred Shapiro, and Stanley Goldberg resigned from the Board of Directors of
the Company, and upon closing, Dr. Gonella, Dr. Thomas Rinderknecht, Professor
Ubaldo Conte and Dr. Philippe Dro were appointed to the Board.
Item 2. Acquisition or Disposition of Assets.
On January 31, 2001, we issued 2,900,000 shares Medi-Ject Corporation common
stock for all of the outstanding stock of the Subsidiaries. See Item 1. Also on
January 31, 2001, we issued 2,750,000 shares of. common stock to Permatec for
the conversion of $5,500,000 in principal amount of promissory notes issued
between January 25, 2000 and January 15, 2001. Also on that date, the name of
the corporation was changed to Antares Pharma, Inc.
Item 7. Financial Statements and Exhibits.
a. Financial statements of business acquired.
At this time, all information necessary to furnish the Permatec
Holding AG financial statements referred to is not available. Antares
Pharma, Inc. intends to file these financial statements on or before
approximately April 15, 2001.
b. Pro forma financial information.
At this time, all information necessary to furnish the Antares Pharma,
Inc. financial statements referred to is not available. Antares
Pharma, Inc. intends to file these financial statements on or before
approximately April 15, 2001.
c. Exhibits.
Stock Purchase Agreement, dated as of July 14, 2000, among Medi-Ject
Corporation, Permatec Holding AG, Permatec Pharma, Permatec
Technologie AG and Permatec NV, incorporated by reference to Annex A
of the corporation's definitive proxy statement, filed December 28,
2000.
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.
ANTARES PHARMA, INC.
Dated: February 15, 2001 By: /s/ Lawrence M. Christian
Lawrence M. Christian
Chief Financial Officer and Secretary
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