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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 21, 2000
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La Jolla Pharmaceutical Company
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24274 33-0361285
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6455 Nancy Ridge Drive, San Diego, California 92121
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 452-6600
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Effective as of July 21, 2000, La Jolla Pharmaceutical Company (the
"Company") and American Stock Transfer & Trust Company (the "Rights Agent")
entered into an Amendment to the Rights Agreement dated December 3, 1998, by and
between the Company and the Rights Agent which (a) eliminates the concept and
powers of the "Continuing Directors" in response to a clarification of Delaware
law by the Delaware Supreme Court; and (b) amends the definition of "Acquiring
Person" to permit State of Wisconsin Investment Board to invest up to a level of
just under 20% beneficial ownership without triggering the Rights Agreement. A
copy of the Amendment is attached hereto as Exhibit 99.1.
ITEM 7. EXHIBITS
Pursuant to General Instruction F of Form 8-K, the following document
is incorporated by reference herein and attached as an exhibit hereto:
EXHIBIT DESCRIPTION
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99.1 Amendment, effective July 21, 2000, to Rights Agreement dated
December 3, 1998 by and between La Jolla Pharmaceutical
Company and American Stock Transfer & Trust Company, including
the Summary of Rights to be distributed to stockholders.
99.2 Form of letter to be sent to stockholders announcing the
amendment of the Rights Agreement and transmitting the Summary
of Rights.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this current report to be signed on its behalf by
the undersigned hereunto duly authorized.
La Jolla Pharmaceutical Company
Date: January 25, 2001 By: /s/ Steven B. Engle
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Steven B. Engle
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Amendment, effective July 21, 2000, to Rights Agreement dated
December 3, 1998 by and between La Jolla Pharmaceutical
Company and American Stock Transfer & Trust Company, including
the Summary of Rights to be distributed to stockholders.
99.2 Form of letter to be sent to stockholders announcing the
amendment of the Rights Agreement and transmitting the Summary
of Rights.
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