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): December 24, 1998
TRIANGLE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-21589 56-1930728
(Commission File Number) (IRS Employer Identification No.)
4 University Place, 4611 University Drive, Durham, North Carolina 27707
(Address of principal executive offices) (Zip Code)
(919) 493-5980
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On December 24, 1998, Triangle Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), completed a private placement of 170,000 newly
issued shares of Series A Preferred Stock (the "Shares") pursuant to certain
Purchase Agreements, dated as of December 22, 1998 (the "Agreements"). The
consideration received by the Company for the Shares was $17,000,000 in cash,
or a price of $100.00 per share. Net proceeds to the Company from the sale
of the Shares were approximately $15,800,000. Vector Securities
International, Inc. acted as placement agent for the financing.
Each Share will convert into ten shares of Common Stock of the Company
upon the earlier of receipt of stockholder approval to be voted upon at the
Annual Stockholders' Meeting for 1999 or December 24, 1999, the first
anniversary of the closing of the sale. The conversion ratio is subject to
adjustment as provided in the Certificate of Designations, Preferences and
Rights of the Series A Preferred Stock. The holders of the Shares remaining
outstanding after June 15, 1999 shall receive a dividend of $5.00 per Share
upon the conversion of the Shares into Common Stock. This dividend will be
payable, at the Company's option, in cash or Common Stock. The Company has
also agreed to file a resale registration statement with the Securities and
Exchange Commission (the "SEC") relating to the sale of the Common Stock
issuable upon conversion of the Shares within 30 days after the conversion
date.
The shares were offered and sold to selected accredited institutional
investors (the "Purchasers") pursuant to a claim of exemption under
Regulation D promulgated by the SEC or, alternatively, under Section 4(2) of
the Securities Act of 1933, as amended (the "Act"). The Company did not use
any general advertisement or solicitation in connection with the offer or
sale of the Shares to the Purchasers. Each Purchaser represented and
warranted, among other things, that it was purchasing the Shares for
investment only and not with a view to distribution and that it was an
"accredited investor" (as defined in Regulation D). Appropriate legends were
affixed to the certificates for the Shares. The Shares are restricted and
may not be transferred or sold, except as permitted by the Agreements and
pursuant to a registration of the Shares or an available exemption from
registration.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS:
Exhibit
Number Description of Document
------- ------------------------
4.1 Certificate of Designations, Preferences and Rights
of the Series A Preferred Stock, as filed with the
Secretary of State of the State of Delaware.
10.1 Form of Purchase Agreements with respect to the
Series A Preferred Stock.
99.1 Press Release, dated December 28, 1998.
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.
TRIANGLE PHARMACEUTICALS, INC.
By: /s/ James A. Klein, Jr.
---------------------------------
James A. Klein, Jr.
Chief Financial Officer and Treasurer
Date: December 28, 1998
INDEX TO EXHIBITS
Item
----
4.1 Certificate of Designations, Preferences and Rights of the
Series A Preferred Stock, as filed with the Secretary of State
of the State of Delaware.
10.1 Form of Purchase Agreements with respect to the Series A
Preferred Stock.
99.1 Press Release, dated December 28, 1998.