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: August 16, 1999 -------------------------------- Cypros Pharmaceutical Corporation (Exact name of registrant as specified in its charter) 0-20772 (Commission File Number) California 33-0476164 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2714 Loker Avenue West Carlsbad, California 92008 (Address of principal executive offices, with zip code) (760) 929-9500 (Registrant's telephone number, including area code) 1. Item 5. OTHER EVENTS On August 5, 1999, Cypros Pharmaceutical Corporation, a California corporation ("Cypros"), announced that it entered into a definitive agreement (the "Merger Agreement") with RiboGene Inc., a Delaware corporation. The closing of the acquisition is subject to a number of conditions. A copy of Cypros' press release announcing the definitive agreement regarding the acquisition is attached as Exhibit 99.1 and a copy of the Merger Agreement is attached as Exhibit 99.2, and each is incorporated by reference herein. The press releases filed as exhibits to this report include "safe harbor" language, pursuant to the Private Securities Litigation Reform Act of 1995, indicating that certain statements about Cypros' business and the pending acquisition contained in the press releases are "forward-looking" rather than "historic." Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS 99.1 Press Release dated August 5, 1999 regarding the RiboGene, Inc. acquisition. 99.2 Merger Agreement dated August 4, 1999 between Cypros Pharmaceutical Corporation and RiboGene, Inc. 2 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 thereunto duly authorized. Cypros Pharmaceutical Corporation Date: August 16, 1999 By: /s/ David W. Nassif David W. Nassif Senior Vice President, Chief Financial Officer and Secretary (Principal Financial Officer) 3 INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- 99.1 Press Release dated August 5, 1999 regarding the RiboGene, Inc. acquisition 99.2 Merger Agreement dated August 4, 1999 between Cypros Pharmaceutical Corporation and RiboGene, Inc. 4