-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rJ+IYWIRxLsbQf00v16WBK1S7ms8ZtA5MO7mhBZJOU3IDeqDz06IXkdcWzdmOO5l g0uqqCVPg3M/cT2sUpnBxw== 0000902664-95-000034.txt : 19950414 0000902664-95-000034.hdr.sgml : 19950414 ACCESSION NUMBER: 0000902664-95-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950404 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950411 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRCA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000013006 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 111966265 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08338 FILM NUMBER: 95528209 BUSINESS ADDRESS: STREET 1: 33 RALPH AVE CITY: COPIAGUE STATE: NY ZIP: 11726 BUSINESS PHONE: 5168428383 MAIL ADDRESS: STREET 1: 33 RALPH AVENUE CITY: COPIAGUE STATE: NY ZIP: 11726 FORMER COMPANY: FORMER CONFORMED NAME: BOLAR PHARMACEUTICAL CO INC DATE OF NAME CHANGE: 19920703 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 1995 ------------- Circa Pharmaceuticals, Inc. ------------------------------------------------- (Exact Name of Registrant as specified in its charter) New York 0-8049 11-1966265 - ---------------------------- -------------- ---------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File number) Identification No.) 33 Ralph Avenue, Copiague, New York 11726 - ----------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 842-8383 -------------------------------------------------------------- Former name or former address, if changed since last report Item 5. Other Events. (a) As of April 4, 1995, the Stockholder Protection Rights Agreement, dated as of November 1, 1991 (the "Agreement"), between Circa Pharmaceuticals, Inc. (the "Company") and American Stock Transfer & Trust Company, was amended (the "Amendment"). The Amendment amends the definition of "Acquiring Person" so that neither Watson Pharmaceuticals, Inc. ("Watson") nor Gum Acquisition Corp., Watson's wholly-owned subsidiary, shall be considered an Acquiring Person for any purpose under the Agreement by reason of the execution, delivery and performance of the Agreement and Plan of Merger, dated as of March 29, 1995 (the "Merger Agreement"), among Watson, the Company and Gum Acquisition Corp. The foregoing description is qualified in its entirety by reference to the Agreement and the Amendment, each of which is incorporated herein by this reference. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Capitalized terms not defined herein have the meanings assigned to them in the Agreement, as amended. (b) On April 11, 1995, the Company was served with a complaint, filed on April 4, 1995, in an action captioned Rachel Ballas, et al. v. Circa Pharmaceuticals, Inc., et al. The action purports to be brought as a class action in New York State Supreme Court on behalf of the plaintiffs and all other similarly situated stockholders of the Company. The complaint names as defendants Melvin Sharoky, Thomas P. Rice, Lawrence Raisfeld, Michael Fedida, Stanley Grey, Kenneth Siegel, Bruce Hausman and the Company. Each of the individual defendants, other than Lawrence Raisfeld, is a director of the Company. The complaint alleges, among other things, that actions of the individual defendants in connection with the Merger Agreement constituted a breach of their fiduciary duties. The complaint seeks, among other things, compensatory damages, an injunction against the consummation of the Merger Agreement, and entry of an order requiring the consideration of offers to acquire the Company from third parties. The Company also has received notice of an action captioned Myra Robbins, et al. v. Circa Pharmaceuticals, Inc., et al., purportedly brought as a class action on behalf of the plaintiffs and all other similarly situated stockholders of the Company. The defendants in the action are the same as in the Ballas action with the addition of Watson. The Company has not been served with this complaint, which contains, allegations and prayers for relief similar to those contained in the Ballas action. The Company believes that these actions, and any similar actions which may be filed making the same allegations, are without merit and intends to defend them vigorously. Item 7. Financial Statements, Pro Formal Financial Information and Exhibits. (c) Exhibits 10.1 Amendment, dated as of April 4, 1995, to Stockholder Protection Rights Agreement, dated as of November 1, 1991, between Circa Pharmaceuticals, Inc., and American Stock Transfer & Trust Company. SIGNATURE 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. Dated: April 11, 1995 CIRCA PHARMACEUTICALS, INC. By: /s/ Melvin Sharoky, M.D. ------------------------ Name: Melvin Sharoky, M.D. Title: President and Chief Executive Officer INDEX Exhibit Number Description of Document - ------- ----------------------- 10.1 Amendment, dated as of April 4, 1995, to Stockholder Protection Rights Agreement, dated as of November 1, 1991, between Circa Pharmaceuticals, Inc., and American Stock Transfer & Trust Company. EX-10 2 EXHIBIT 10.1 Exhibit 10.1 ------------ AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT THIS AMENDMENT dated April 4, 1995 (this "Amendment") to the STOCKHOLDER PROTECTION RIGHTS AGREEMENT, dated as of November 1, 1991 (the "Agreement"), between BOLAR PHARMACEUTICALS, INC., n/k/a CIRCA PHARMACEUTICALS, INC. (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Rights Agent"). W I T N E S S E T H: WHEREAS, the Company has entered into an Agreement and Plan of Merger with Watson Pharmaceuticals, Inc. and Gum Acquisition Corp. (the "Merger Agreement"); and WHEREAS, in connection with the Merger Agreement and pursuant to Section 5.4 of the Agreement the Company and the Rights Agent desire to amend the Agreement; NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto hereby agree as follows: SECTION I. Amendment to the Agreement. The definition of "Acquiring Person" in Section 1 of the Agreement is hereby amended by inserting the following at the end thereof: "; provided, further, that neither Watson Pharmaceuticals, Inc. nor Gum Acquisition Corp. shall be considered an Acquiring Person for any purpose hereunder by reason of the execution, delivery and performance of the Agreement and Plan of Merger, dated as of March 29, 1995, among Watson Pharmaceuticals, Inc., the Company and Gum Acquisition Corp." SECTION II. Miscellaneous. A. Counterpart Execution. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. B. Effect of Amendments. The amendment described herein shall become effective, and shall be deemed to be effective as of the date hereof. All references in the Agreement to "this Agreement", "hereto", "hereof", "hereunder" or words of like import referring to the Agreement shall mean the Agreement as amended by this Amendment. Except as otherwise expressly modified herein, the Agreement remains unchanged and is in full force and effect. C. Headings. The headings of the sections and paragraphs of this Amendment have been inserted for convenience of reference only and shall in no way affect or otherwise modify any of the terms and provisions hereof. D. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SUCH STATE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. IN WITNESS WHEREOF, the parties have each caused this Amendment to be duly executed by their respective officers thereunto duly authorized on the date set forth above. CIRCA PHARMACEUTICALS, INC. By: /s/ Melvin Sharoky, M.D. __________________________ Name: Melvin Sharoky, M.D. Title: President and Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Herbert J. Lemmer __________________________ Name: Herbert J. Lemmer Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----