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
January 1, 1999
(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 BLVD., SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE IS (619) 457-2553
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 1, 1999, Dura Pharmaceuticals, Inc. (the "Company") acquired from
Bristol-Myers Squibb Company ("BMS") the exclusive U.S. distribution rights
for the patented hospital antibiotic products Maxipime-Registered Trademark-
IV/IM (cefepime hydrochloride) and Azactam-Registered Trademark- IV/IM
(aztreonam) (collectively, the "Products"), pursuant to a Distribution
Agreement effective such date. The purchase price consisted of $60 million
paid in cash at closing, payments totaling $4 million due in 1999, and a
payment of $70 million due in 2003, plus additional contingent payments due
from 1999 through 2003 based on sales of the Products during that period.
The initial cash payment was funded from the Company's existing cash and the
Company expects to fund future payments from existing cash balances.
BMS will manufacture and supply the Products under a separate Supply
Agreement effective January 1, 1999 (the "Supply Agreement"). The Company
will establish a hospital-based sales force to market the Products. Pursuant
to an interim services agreement between BMS and the Company, BMS will
co-promote the Products during 1999 as the Company builds its hospital sales
force.
The Products generated combined U.S. sales for BMS for the years ending
December 31, 1996, 1997, and 1998, of approximately $43 million, $50 million,
and $59 million, respectively. Based on the terms of the Supply Agreement,
the Company expects that direct cost of sales of the Products will be
approximately 23 % of net sales, which is consistent with the cost of sales
incurred by BMS during the periods discussed above.
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ITEM 7. EXHIBITS
2.1 Distribution Agreement for Maxipime-Registered Trademark- and
Azactam-Registered Trademark- between Bristol-Myers Squibb Company and
Dura Pharmaceuticals, Inc.* The exhibits referenced in the Distribution
Agreement have not been included because they are either disclosed in
such agreement or would not be material to an investment decision; they
will be provided to the Commission upon request.
2.2 Supply Agreement for Maxipime-Registered Trademark- and Azactam-Registered
Trademark- between Bristol-Myers Squibb Company and Dura Pharmaceuticals,
Inc.* The exhibits referenced in the Supply Agreement have not been
included because they are either disclosed in such agreement or would not
be material to an investment decision; they will be provided to the
Commission upon request.
99.1 Press Release dated December 22, 1998 issued by the Company.
*Certain confidential portions of this Exhibit were omitted by means of marking
such portions with an asterisk (the "Mark"). This Exhibit has been filed with
the Secretary of the Commission without the Mark pursuant to the Company's
application requesting confidential treatment under Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
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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: January 15, 1999 /s/ MICHAEL T. BORER
---------------------------
Michael T. Borer
Sr. Vice President and
Chief Financial Officer
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DURA PHARMACEUTICALS, INC.
FORM 8-K
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Distribution Agreement for Maxipime-Registered Trademark- and
Azactam-Registered Trademark- between Bristol-Myers Squibb
Company and Dura Pharmaceuticals, Inc.* The exhibits referenced
in the Distribution Agreement have not been included because they
are either disclosed in such agreement or would not be material
to an investment decision; they will be provided to the
Commission upon request.
2.2 Supply Agreement for Maxipime-Registered Trademark- and
Azactam-Registered Trademark- between Bristol-Myers Squibb
Company and Dura Pharmaceuticals, Inc.* The exhibits referenced
in the Supply Agreement have not been included because they are
either disclosed in such agreement or would not be material to an
investment decision; they will be provided to the Commission upon
request.
99.1 Press Release dated December 22, 1998 issued by the Company.
*Certain confidential portions of this Exhibit were omitted by means of marking
such portions with an asterisk (the "Mark"). This Exhibit has been filed with
the Secretary of the Commission without the Mark pursuant to the Company's
application requesting confidential treatment under Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.