8-K/A 1 0001.txt FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 21, 2000 Date of Report (Date of earliest event reported) ESPERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-16033 38-3419139 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3621 S. State Street, 695 KMS Place Ann Arbor, MI 48108 (734) 332-0506 (Address of principal executive offices, including zip code, and registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) The undersigned registrant hereby amends the following item of its Current Report on Form 8-K filed October 6, 2000 for the event of September 21, 2000. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial statements of businesses acquired Financial statements for the year ended December 31, 1999 and for the period from October 2, 1998 (inception) to December 31, 1998 are hereby incorporated herein by reference from the Company's Registration Statement on Form S-1, as amended (File No. 333-31032), and are included as Exhibit 99.2 to this Current Report. Pursuant to the instructions to Item 7 of Form 8-K, unaudited financial statements for the six months ended June 30, 2000 and 1999 are included on the following pages: 2 TALARIA THERAPEUTICS, INC. (A Development Stage Enterprise) BALANCE SHEET JUNE 30, 2000 (Unaudited)
ASSETS Current assets Cash and cash equivalent .......................................... $ 513,518 Other current assets .............................................. 21,521 ----------- Total Assets ................................................... $ 535,039 =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses ............................. $ 5,491 Other current liabilities ......................................... -- ----------- Total current liabilities ...................................... 5,491 ----------- Stockholders' equity Preferred stock, $.0001 par value; authorized, 2,666,666 shares, no shares issued ............................................... -- Series A convertible preferred stock, $.0001 par value; authorized, issued and outstanding 1,500,000 shares ........................ 150 Series B convertible preferred stock, $.0001 par value; authorized 833,334 shares; issued and outstanding 833,334 shares........... 83 Common stock, $.0001 par value; authorized 9,000,000 shares issued and outstanding 2,333,000 shares ........................ 233 Additional paid-in capital ........................................ 5,237,322 Deficit accumulated during the development stage .................. (4,708,240) ----------- Net stockholders' equity .......................................... 529,548 ----------- Total Liabilities and Stockholders' Equity ..................... $ 535,039 ===========
See notes to financial statements 3 TALARIA THERAPEUTICS, INC. (A Development Stage Enterprise) STATEMENTS OF OPERATIONS (Unaudited)
Six Months Ended June 30, October 2, 1998 -------------------------- (inception) to 1999 2000 June 30, 2000 ----------- ----------- ------------- Operating expenses incurred in the development stage: Research and development ....................... $ 1,058,315 $ 813,168 $ 4,426,068 General and administrative ..................... 74,248 204,741 384,077 ----------- ----------- ----------- Total operating expenses ......................... 1,132,563 1,017,909 4,810,145 Interest income ..................................... 18,896 36,678 101,905 ----------- ----------- ----------- Net loss ............................................ $(1,113,667) $ (981,231) $(4,708,240) =========== =========== =========== Basic and diluted net loss per share................. $ (0.48) $ (0.42) =========== =========== Shares used in computing basic and diluted net loss per share.................................... 2,333,000 2,333,000 =========== =========== Pro forma basic and diluted net loss per share....... $ (0.21) =========== Shares used in computing pro forma basic and diluted net loss per share........................ 4,666,334 ===========
See notes to financial statements 4 TALARIA THERAPEUTICS, INC (A Development Stage Enterprise) STATEMENT OF STOCKHOLDERS' EQUITY OCTOBER 2, 1998 (INCEPTION) TO JUNE 30, 2000 (Unaudited)
Series A Series B Convertible Convertible Preferred Stock Preferred Stock Common Stock ------------------------------------------------------------------ Number Number Number of Shares Amount of Shares Amount of Shares Amount ----------- ------ ----------- ------ ----------- ------ Issuance of Series A convertible preferred stock ....... 1,500,000 $ 150 -- $ -- -- $ -- Issuance of common stock to founders ................... -- -- -- -- 1,090,000 109 Issuance of common stock in exchange for a license for a patent and for technology ........................... -- -- -- -- 1,243,000 124 Net loss for the period ended December 31, 1998 ........ -- -- -- -- -- -- ----------- ------ ----------- ------ ----------- ------ Balance, December 31, 1998 .......................... 1,500,000 150 -- -- 2,333,000 233 Issuance of Series B convertible preferred stock ....... -- -- 833,334 83 -- -- Issuance of stock options in exchange for research and development services ................................ -- -- -- -- -- -- Net loss for the year ended December 31, 1999 .......... -- -- -- -- -- -- ----------- ------ ----------- ------ ----------- ------ Balance, December 31, 1999 .......................... 1,500,000 150 833,334 83 2,333,000 233 Net loss for the six months ended June 30, 2000 ........ -- -- -- -- -- -- ----------- ------ ----------- ------ ----------- ------ Balance, June 30, 2000 .............................. 1,500,000 $ 150 833,334 $ 83 2,333,000 $ 233 =========== ====== =========== ====== =========== ====== [WIDE TABLE CONTINUED FROM ABOVE] Deficit Accumulated Additional During the Net Paid-in Development Stockholders' Capital Stage Equity ----------- ----------- ----------- Issuance of Series A convertible preferred stock ....... $ 1,499,850 $ -- $ 1,500,000 Issuance of common stock to founders ................... 109,000 -- 109,109 Issuance of common stock in exchange for a license for a patent and for technology ........................... 1,124,176 -- 1,124,300 Net loss for the period ended December 31, 1998 ........ -- (1,709,660) (1,709,660) ----------- ----------- ----------- Balance, December 31, 1998 .......................... 2,733,026 (1,709,660) 1,023,749 Issuance of Series B convertible preferred stock ....... 2,499,919 -- 2,500,002 Issuance of stock options in exchange for research and development services ................................ 4,377 -- 4,377 Net loss for the year ended December 31, 1999 .......... -- (2,017,349) (2,017,349) ----------- ----------- ----------- Balance, December 31, 1999 .......................... 5,237,322 (3,727,009) 1,510,779 Net loss for the six months ended June 30, 2000 ........ -- (981,231) (981,231) ----------- ----------- ----------- Balance, June 30, 2000 .............................. $ 5,237,322 $(4,708,240) $ 529,548 =========== =========== ===========
See notes to financial statements. 5 TALARIA THERAPEUTICS, INC. (A Development Stage Enterprise) STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, October 2, 1998 --------------------------- (Inception) to 1999 2000 June 30, 2000 ----------- ----------- ------------- Cash flows from operating activities Net loss ........................................................ $(1,113,667) $ (981,231) $(4,708,240) Adjustments to reconcile net loss to net cash used in operating activities: Noncash research and development and compensation expense ..... -- -- 1,237,677 Increase in other current assets ........................... (300) (14,420) (21,521) Increase (decrease) in accounts payable and accrued expenses 52,392 (307,153) 5,491 Increase (decrease) in other current liabilities ........... (3,505) -- -- ----------- ----------- ----------- Net cash used in operating activities .................... (1,065,080) (1,302,804) (3,486,593) ----------- ----------- ----------- Cash flows from financing activities Proceeds from the issuance of preferred stock ................... -- -- 4,000,002 Proceeds from the issuance of common stock ...................... -- -- 109 ----------- ----------- ----------- Net cash provided by financing activities ................ -- -- 4,000,111 ----------- ----------- ----------- Net increase (decrease) in cash and cash equivalents ............... (1,065,080) (1,302,804) 513,518 Cash and cash equivalents, beginning of period ..................... 1,040,531 1,816,322 -- ----------- ----------- ----------- Cash and cash equivalents, end of period ........................... $ (24,549) $ 513,518 $ 513,518 =========== =========== =========== SUPPLEMENTAL INFORMATION REGARDING NONCASH ACTIVITIES Exchange of common stock for a patent license and for technology -- -- $ 1,124,300 Exchange of stock options for research and development services . -- -- $ 4,377 Compensation in conjunction with stock issuance ................. -- -- $ 109,000
See notes to financial statements. 6 TALARIA THERAPEUTICS, INC. (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS (unaudited) NOTE 1 Nature of Business and Summary of Significant Accounting Policies Nature of Business Talaria Therapeutics, Inc. (the "Company") was incorporated in Delaware on September 24, 1998. The Company is a development stage enterprise engaged in the development of treatments for cardiovascular diseases using therapeutic liposomes. Since inception, the Company has been engaged in organizational activities, including raising capital and research and development activities. The Company has not generated any revenues and has not yet achieved profitable operations, nor has it ever generated positive cash flows from operations. The Company incurred a net loss of $981,231 for the six months ended June 30, 2000. The Company has a deficit accumulated during the development stage of $4,708,240 as of June 30, 2000. The net losses incurred by the Company have consumed working capital. Interim Financial Information The financial statements as of June 30, 2000, for the six months ended June 30, 1999 and 2000 and for the period from October 2, 1998 (inception) to June 30, 2000 are unaudited and have been prepared on the same basis as the audited financial statements and, in the opinion of management, include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial position at such date, and the operating results and cash flows for such periods, in accordance with generally accepted accounting principles. Results for the interim period are not necessarily indicative of the results to be expected for any subsequent period. Note 2 Contingency The Company has entered into an indemnification agreement with two other plaintiffs in the patent infringement lawsuit filed by the Company. The Company has agreed to indemnify those two other parties against any loss they incur from actions against them arising from the patent infringement litigation. Note 3 Subsequent Event On September 21, 2000, the Company entered into a merger agreement providing for the purchase of the Company by Esperion Therapeutics, Inc. ("Esperion"). Pursuant to the merger agreement, all of the outstanding shares of stock of the Company will be exchanged for Esperion common stock. Upon the achievement of certain future milestones, Esperion will make additional payments in cash or Esperion stock to the Company's stockholders. The Company's stockholders will also receive royalty payments in cash or common stock based on future net sales of the product in North America. 7 (b) Pro forma financial information Pursuant to the instructions to Item 7 of Form 8-K, pro forma financial statements for the year ended December 31, 1999 and the nine months ended September 30, 2000 follow: PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined financial information for Esperion set forth below gives effect to the acquisition of Talaria Therapeutics, Inc. ("Talaria") using the purchase method of accounting, after giving effect to the adjustments described in the accompanying notes. The historical financial information set forth below has been derived from, and is qualified by reference to, the consolidated financial information of Esperion and Talaria and should be read in conjunction with those financial statements and the notes thereto included elsewhere or incorporated by reference into this report. The pro forma condensed combined financial information does not purport to represent what the consolidated results of operations or financial condition of Esperion would actually have been if the Talaria acquisition, in fact, had occurred at the beginning of the periods presented or to project the consolidated financial position or results of operations as of any future date or any future period. 8 ESPERION THERAPEUTICS, INC. AND SUBSIDIARY (A Company in the Development Stage) CONDENSED COMBINED BALANCE SHEET September 30, 2000 (unaudited) ASSETS Current Assets: Cash and cash equivalents ............................... $ 75,638,476 Prepaid expenses and other .............................. 765,961 ------------- Total current assets .................................. 76,404,437 ------------- Furniture and equipment, net ............................... 2,221,695 Goodwill, net .............................................. 3,687,500 Deposits and other assets .................................. 558,765 ------------- $ 82,872,397 ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt ....................... $ 495,495 Accounts payable ........................................ 2,641,239 Accrued liabilities ..................................... 4,400,135 ------------- Total current liabilities ............................. 7,536,869 ------------- Long-term debt, less current portion above ................. 2,483,010 ------------- Stockholders' Equity: Common stock ............................................ 25,760 Convertible preferred stock ............................. 0 Additional paid-in-capital .............................. 110,511,555 Notes receivable ........................................ (73,875) Accumulated deficit during the development stage ........ (34,823,699) Deferred stock compensation ............................. (3,028,245) Accumulated other comprehensive income .................. 241,022 ------------- Total stockholder's equity ............................ 72,852,518 ------------- $ 82,872,397 ============= The accompanying notes are an integral part of this balance sheet. 9 ESPERION THERAPEUTICS, INC. AND SUBSIDIARY (A Company in the Development Stage) PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS Year ended December 31, 1999 (unaudited)
Pro Forma Esperion Talaria Adjustments Pro Forma ------------ ------------ ------------ ------------ Operating expenses: Research and development .... $ 8,484,125 $ 1,946,436 $ -- $ 10,430,561 General and administrative... 2,517,903 135,513 -- 2,653,416 Goodwill amortization ....... -- -- 750,000 (A) 750,000 ------------ ------------ ------------ ------------ Total operating expenses.. 11,002,028 2,081,949 750,000 13,833,977 ------------ ------------ ------------ ------------ Loss from operations ..... (11,002,028) (2,081,949) (750,000) (13,833,977) Total other income ....... 331,844 64,600 -- 396,444 ------------ ------------ ------------ ------------ Net loss ......................... $(10,670,184) $ (2,017,349) $ (750,000) $(13,437,533) ============ ============ ============ ============ Basic and diluted net loss per share...................... $ (5.91) $ (5.13) ============ ============ Shares used in computing basic and diluted net loss per share. 1,806,255 2,619,263 (C) ============ ============
The accompanying notes are an integral part of this statement. 10 ESPERION THERAPEUTICS, INC. AND SUBSIDIARY (A Company in the Development Stage) PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (unaudited)
Pro Forma Esperion Talaria Adjustments Pro Forma ------------ ------------ ------------ ------------ Nine Months Period from Nine Months Nine Months Ended January 1 to Ended Ended September 30, September 21, September 30, September 30, 2000 2000 2000 2000 ------------ ------------ ------------ ------------ Operating expenses: Research and development ................ $ 16,867,161 $ 1,267,501 $ -- $ 18,134,662 General and administrative .............. 2,337,383 171,653 -- 2,509,036 Goodwill amortization ................... 62,500 -- 500,000 (A) 562,500 Purchased in process R&D ................ 4,000,000 -- (4,000,000)(B) -- ------------ ------------ ------------ ------------ Total operating expenses ........... 23,267,044 1,439,154 (3,500,000) 21,206,198 ------------ ------------ ------------ ------------ Income (loss) from operations ...... (23,267,044) (1,439,154) 3,500,000 (21,206,198) Total other income ................. 1,256,592 44,664 -- 1,301,256 ------------ ------------ ------------ ------------ Net income (loss) ............................ (22,010,452) (1,394,490) 3,500,000 (19,904,942) Beneficial conversion feature upon issuance of preferred stock ........................... (22,869,760) -- -- (22,869,760) ------------ ------------ ------------ ------------ Net income (loss) attributable to common stockholders .............................. $(44,880,212) $ (1,394,490) $ 3,500,000 $(42,774,702) ============ ============ ============ ============ Basic and diluted net loss per share......... $ (7.14) $ (6.10) ============ ============ Shares used in computing basic and diluted net loss per share..................... 6,285,788 7,017,495 (C) ============ ============
The accompanying notes are an integral part of this statement. 11 ESPERION THERAPEUTICS, INC. AND SUBSIDIARY (A Company in the Development Stage) NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (1) Description of the Acquisition On September 21, 2000 (the "Closing Date"), Esperion Therapeutics, Inc. (the "Company") acquired all of the outstanding shares of stock of Talaria in exchange for the issuance of 813,008 shares of restricted Esperion common stock to Talaria stockholders. Additionally, the merger agreement provides for the following additional consideration to Talaria stockholders: (i) payment by the Company of up to $6.25 million in cash and/or common stock based on the achievement of four future development milestones; and (ii) payment by the Company of royalties in cash and/or common stock based on net annual sales, as defined in the merger agreement, of large unilamellar vesicles, or LUVs, in North America. The milestones are due upon the enrollment of the first patient in certain future clinical trials and upon each of the filing and approval of a new drug application in the United States. These milestone payments will increase the amount of the purchase price in the period when the milestone is achieved. The royalty payments will be included in cost of sales in the period when the respective sales are recognized. The combined milestone payments and royalties are limited by an aggregate ceiling amount. The acquisition was accounted for under the purchase method of accounting. As a result of this allocation, the Company wrote-off approximately $4.0 million of acquired in-process research and development based on an independent appraisal of the fair values of assets acquired on the closing date. The excess aggregate purchase price over the fair value of assets acquired was allocated to goodwill and is being amortized on a straight-line basis over a period of five years. (2) Basis of Presentation The unaudited condensed combined balance sheet as of September 30, 2000 includes the acquisition of Talaria. The adjustments on the Closing Date were based on the purchase price allocation below. The condensed combined balance sheet includes incurred and accrued merger expenses of approximately $265,000. The following table reflects the allocation of purchase price of Talaria as of the Closing Date: Tangible net assets (liabilities)......... $(167,714) Purchased in-process R&D.................. 4,000,000 Goodwill and other intangible assets...... 3,750,000 ---------- Total purchase price................... $7,582,286 ========== The unaudited pro forma condensed combined statements of operations for the year ended December 31, 1999 and the nine months ended September 30, 2000 give effect to the acquisition as if it occurred on the first day of each of those periods under the purchase method of accounting by combining the results for the year ended December 31, 1999 of the Company with the results for the same period of Talaria, and combining the results for the nine months ended September 30, 2000 of the Company with the period from January 1, 2000 through the Closing Date of Talaria. The selected unaudited pro forma combined financial information reflects certain adjustments, including adjustments to reflect the amortization of goodwill resulting from the acquisition. The amortization of goodwill for the nine months ended September 30, 2000 includes actual amortization of approximately $63,000 for the period from the Closing Date through September 30, 2000. The basic and diluted net loss per share for Esperion for the nine months ended September 30, 2000 includes 81,301 shares, representing the weighted average of the shares issued to Talaria from the Closing Date to September 30, 2000. As required by Article 11 of Regulation S-X the unaudited pro forma condensed statements of operations for the year ended December 31, 1999 and the nine months ended September 30, 2000, exclude material non-recurring charges which result directly from the merger and which were recorded on the Closing Date, including the write-off of purchased in-process research and development and incurred and accrued expenses resulting from the merger. 12 ESPERION THERAPEUTICS, INC. AND SUBSIDIARY (A Company in the Development Stage) NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (3) Pro Forma Adjustments Pro forma adjustments for the unaudited pro forma condensed combined statements of operations for the year ended December 31, 1999 and the nine months ended September 30, 2000 are as follows: (A.) To reflect amortization of goodwill and other intangible assets resulting from the acquisition. (B.) To remove the write-off of acquired in-process research and development. (C.) Basic and diluted net loss per share has been adjusted to reflect the issuance of 813,008 shares of the Company's common stock to Talaria stockholders, as if these shares had been outstanding for the entire period. (4) Purchased In-Process Research and Development Purchased in-process research and development ("IPR&D") consists of development work on the project in process at Talaria as of the Closing Date. The development of this project has not yet reached technological feasibility and is not expected to reach technological feasibility until 2004. Under SFAS No. 2, the IPR&D should be written-off as it offers no alternative future use. The Company allocated $4.0 million of the purchase price to the IPR&D project. The allocation was determined by estimating the costs to develop the acquired technology into a commercially viable product, estimating the resulting net cash flows from the project and discounting the resulting net cash flows to their present value. The Company expects to spend an additional $20.0 million in third party costs over all phases of the research and development. Of these remaining costs, approximately $15.0 million would relate to a Phase III clinical trial which is expected to commence after the Phase II clinical trials are completed, but not sooner than 2002. A discount rate of 35% was used to discount the cash flows. The IPR&D write-off was recorded on the Closing Date. 13 (c) Exhibits Number Exhibit ---------- ------------------------------------------------------------------- 2.1*@ (1) Agreement and Plan of Merger and Reorganization by and among Esperion Therapeutics, Inc., Esperion Mergerco, Inc. and Talaria Therapeutics, Inc. dated as of September 21, 2000. 2.2@ (2) Indemnification, Escrow and Participation Agreement by and among Esperion Therapeutics, Inc., the stockholders of Talaria Therapeutics, Inc., Rock Hill Ventures, Inc. and Sills Cummis Radin Tischman Epstein & Gross dated as of September 21, 2000. 2.3 (1) Non-Competition Agreement by and among Esperion Therapeutics, Inc., Esperion Mergerco, Inc. and certain Talaria Parties dated as of September 21, 2000. 23.4 Consent of Goldenberg Rosenthal, LLP 99.1 (1) Press release dated October 5, 2000 of Esperion Therapeutics, Inc. 99.2 Financial statements for the year ended December 31, 1999 and for the period from October 2, 1998 (inception) to December 31, 1998 @ Confidential Treatment Requested (1) Previously filed on October 6, 2000 on Form 8-K. (2) Previously filed on October 6, 2000 on Form 8-K and refiled herewith. *The schedules, including disclosure schedules, and similar attachments to the Agreement and Plan of Merger and Reorganization have been omitted. The disclosure schedules include exceptions and disclosures made by Talaria Therapeutics, Inc. ("Talaria") in connection with the following: corporate existence and power; government authorization; non-contravention of organizational documents, laws and other obligations; capitalization of Talaria; absence of undisclosed liabilities; title to properties and assets; rights and absence of claims and encumbrances regarding intellectual property; absence of certain changes in business; litigation; material contracts; tax compliance and liabilities; employees; transactions with affiliates; insurance coverage; compliance with laws and absence of defaults; environmental matters; confidentiality and non-competition agreements signed by consultants and agents of Talaria; certain negative covenants; and status of agreements among Talaria and any of its securityholders or optionholders, or among any of the Talaria securityholders or option holders. An additional schedule includes an itemization of the amount or percentage of merger consideration to be paid to each Talaria stockholder and/or held in escrow pursuant to this document and the Indemnification, Escrow and Participation Agreement among the Company, the stockholders of Talaria, Rock Hill Ventures, Inc. and Sills Cummis Radin Tischman Epstein & Gross filed as Exhibit 2.2 to this Form 8-K/A. The other attachments include the forms of other documents executed or to be executed and/or filed pursuant to the Agreement and Plan of Merger and Reorganization. Registrant agrees to furnish supplementally a copy of any of the omitted schedules and attachments to the Securities and Exchange Commission upon request. 14 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. Dated: November 20, 2000 ESPERION THERAPEUTICS, INC. (Registrant) By: /s/ Roger S. Newton -------------------------------------------- Roger S. Newton President and Chief Executive Officer (Principal Executive Officer) By: /s/ Timothy M. Mayleben -------------------------------------------- Timothy M. Mayleben Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 15 INDEX TO EXHIBITS Number Exhibit --------------- ---------------------------------------------------------------- 2.1*@ (1) Agreement and Plan of Merger and Reorganization by and among Esperion Therapeutics, Inc., Esperion Mergerco, Inc. and Talaria Therapeutics, Inc. dated as of September 21, 2000. 2.2@ (2) Indemnification, Escrow and Participation Agreement by and among Esperion Therapeutics, Inc., the stockholders of Talaria Therapeutics, Inc., Rock Hill Ventures, Inc. and Sills Cummis Radin Tischman Epstein & Gross dated as of September 21, 2000. 2.3 (1) Non-Competition Agreement by and among Esperion Therapeutics, Inc., Esperion Mergerco, Inc. and certain Talaria Parties dated as of September 21, 2000. 23.4 Consent of Goldenberg Rosenthal, LLP 99.1 (1) Press release dated October 5, 2000 of Esperion Therapeutics, Inc. 99.2 Financial statements for the year ended December 31, 1999 and for the period from October 2, 1998 (inception) to December 31, 1998 @ Confidential Treatment Requested (1) Previously filed on October 6, 2000 on Form 8-K. (2) Previously filed on October 6, 2000 on Form 8-K and refiled herewith. * The schedules, including disclosure schedules, and similar attachments to the Agreement and Plan of Merger and Reorganization have been omitted. The disclosure schedules include exceptions and disclosures made by Talaria Therapeutics, Inc. ("Talaria") in connection with the following: corporate existence and power; government authorization; non-contravention of organizational documents, laws and other obligations; capitalization of Talaria; absence of undisclosed liabilities; title to properties and assets; rights and absence of claims and encumbrances regarding intellectual property; absence of certain changes in business; litigation; material contracts; tax compliance and liabilities; employees; transactions with affiliates; insurance coverage; compliance with laws and absence of defaults; environmental matters; confidentiality and non-competition agreements signed by consultants and agents of Talaria; certain negative covenants; and status of agreements among Talaria and any of its securityholders or optionholders, or among any of the Talaria securityholders or option holders. An additional schedule includes an itemization of the amount or percentage of merger consideration to be paid to each Talaria stockholder and/or held in escrow pursuant to this document and the Indemnification, Escrow and Participation Agreement among the Company, the stockholders of Talaria, Rock Hill Ventures, Inc. and Sills Cummis Radin Tischman Epstein & Gross filed as Exhibit 2.2 to this Form 8-K/A. The other attachments include the forms of other documents executed or to be executed and/or filed pursuant to the Agreement and Plan of Merger and Reorganization. Registrant agrees to furnish supplementally a copy of any of the omitted schedules and attachments to the Securities and Exchange Commission upon request. 16