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): February 28, 1999
Gilead Sciences, Inc.
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(Exact Name of Registrant as specified in its Charter)
Delaware 000-19731 94-3047598
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of corporation) Identification No.)
333 Lakeside Drive
Foster City, California 94404
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (650) 574-3000
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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. The forward-looking statements contained herein
involve risks and uncertainties, including those relating to the
possible inability to complete the transaction involving Gilead
Sciences, Inc. ("Gilead") and NeXstar Pharmaceuticals, Inc.
("NeXstar"), as scheduled, and those associated with the ability of
the combined company to achieve the anticipated benefits of
the merger. Actual results and developments may differ materially from
those described or incorporated by reference in this Report. For more
information about Gilead and NeXstar and risks arising when investing
in Gilead and NeXstar, investors are directed to Gilead's and NeXstar's
most recent report on Form 10-K and most recent report on Form 10-Q as
filed with the Securities and Exchange Commission.
On February 28, 1999, Gilead entered into (i) an Agreement and
Plan of Merger (the "MERGER AGREEMENT") by and among Gilead, Gazelle
Acquisition Sub, Inc. ("SUB") and NeXstar, pursuant to which Sub will
be merged into NeXstar and NeXstar will survive as a wholly owned
subsidiary of Gilead (the "MERGER") and (ii) a Share Option Agreement
(the "OPTION AGREEMENT") by and between Gilead and NeXstar.
Pursuant to the terms of the Merger Agreement, each issued and
outstanding share of NeXstar common stock, par value $.01 per share
("NEXSTAR COMMON STOCK"), will be converted into the right to receive
that number of shares of Gilead common stock, par value $.001 per share
("Parent Shares") equal to the "Exchange Ratio." The "Exchange Ratio"
equals 0.4250, provided, however, that if the Parent Share Value
(defined as the average of the closing prices of Parent Shares as
reported on the Nasdaq National Market for the 20 consecutive trading
days ending on the third trading day preceding the date on which the
stockholders of NeXstar vote on the Merger at the special meeting of
NeXstar's stockholders called to approve and adopt the Merger Agreement
and the Merger) is (i) less than $36.47, then the Exchange Ratio shall
be equal to the lesser of 0.5000 or a fraction having a numerator equal
to $15.50 and having a denominator equal to Parent Share Value, or (ii)
greater than $45.88, then the Exchange Ratio shall be equal to the
greater of 0.3786 or a fraction having a numerator equal to $19.50 and
having a denominator equal to Parent Share Value. Cash will be paid in
lieu of fractional shares.
The Merger is subject to several conditions, including that it
be approved by the stockholders of both NeXstar and Gilead. The Merger
is intended to be accounted for as a "pooling of interests" and the
exchange of shares is intended to be tax free to the holders of NeXstar
Common Stock.
In connection with the execution of the Merger Agreement (a)
NeXstar granted to Gilead an option to purchase up to 19.9% of NeXstar
Common Stock under certain circumstances, and (b) each of the Directors
of NeXstar, Warburg, Pincus Investors, L.P. and
Warburg, Pincus Capital Partners Liquidating Trust each in his, her or
its capacity as a stockholder of NeXstar, entered into a voting
agreement pursuant to which he, she or it agreed to vote his, her or
its respective shares of NeXstar Common Stock in favor of the approval
and adoption of the Merger Agreement and the Merger. If, however,
Parent Share Value drops below $27.00, the obligation to vote such
shares in favor of the Merger becomes terminable.
The foregoing description is qualified in its entirety by
reference to the Merger Agreement, the Option Agreement and the
form of voting agreement, which appear as Exhibits 10.1 through 10.3,
respectively, to this report.
On March 1, 1999, NeXstar and Gilead issued a press release
relating to the execution of the Merger Agreement. A copy of the press
release is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits: See Exhibit Index.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 9, 1999 By: /s/ MARK L. PERRY
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MARK L. PERRY
Senior Vice President,
CFO & General Counsel
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
10.1 Agreement and Plan of Merger dated February 28, 1999 by and among
Gilead Sciences, Inc., Gazelle Acquisition Sub, Inc. and NeXstar
Pharmaceuticals, Inc.
10.2 Share Option Agreement, dated February 28, 1999, by and between
Gilead Sciences, Inc. and NeXstar Pharmaceuticals, Inc.
10.3 Form of Voting Agreement.
99.1 Gilead Sciences, Inc. and NeXstar Pharmaceuticals, Inc. Joint
Press Release.