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
October 21, 1997
(Date of Report - earliest event reported)
DURA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-19809 95-3645543
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7475 LUSK BOULEVARD, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE IS (619) 457-2553
Item 5. Other Events.
On October 21, 1997, Dura Pharmaceuticals, Inc. (the "Company") announced
that it had signed a definitive merger agreement (the "Merger Agreement") with
Scandipharm, Inc. ("Scandipharm"). Scandipharm is an Alabama-based distributor
of pharmaceutical products for the treatment of cystic fibrosis ("CF"), a fatal
genetic disease affecting approximately 30,000 children and young adults.
Under the terms of the Merger Agreement, Dura will issue between $93 and
$139 million of its Common Stock, depending on the average price of Dura Common
Stock 20 days prior to closing, in exchange for all capital stock and
outstanding options of Scandipharm. The transaction, which is expected to close
in the first half of 1998, has been approved by the board of directors of each
company and is subject to, among other things, the approval of the shareholders
of Scandipharm, the receipt of regulatory approvals and the effectiveness of a
registration statement covering the issuance of the Dura Common Stock in the
merger.
At September 30, 1997, Scandipharm had total assets of $35.7 million, of
which $23.6 million consisted of cash and cash equivalents, and total
liabilities of $7.9 million. Scandipharm had net sales, gross profit and net
loss of $19.4 million, $13.6 million and $2.6 million, respectively, for the
year ended December 31, 1996, and $16.2 million, $10.4 million and $2.5 million,
respectively, for the nine months ended September 30, 1997. Net loss for 1996
and 1997 periods included nonrecurring charges of $4.4 million and $4.0 million,
respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits
2.1 Agreement and Plan of Merger and Reorganization among Dura
Pharmaceuticals, Inc., Scandi Acquisition Corporation and Scandipharm,
Inc. dated October 20, 1997. The schedules referenced in this
Agreement have not been included because they are either disclosed in
the agreement or would not be material to an investment decision; they
will be provided supplementally to the Commission upon request.
2.2 Stockholders Stock Option and Proxy Agreement among Dura
Pharmaceuticals, Inc. and certain persons and entities dated October
20, 1997
2.3 Transition Agreement between Dura Pharmaceuticals, Inc. and
Scandipharm, Inc. dated October 20, 1997.
99.1 Press Release dated October 21, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
DURA PHARMACEUTICALS, INC.
Date: October 24, 1997 /s/ Mitchell R. Woodbury
--------------------------------------
Sr. Vice President General Counsel