-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DjEU85q+8yiGltRJiiHcWY2uKle52+QnX4s6VzGgd4e4yfIQ5zUEtLLNBvprEBdv PWBu76olj4ojQPOOhHJ4Mg== 0000950130-98-003488.txt : 19980710 0000950130-98-003488.hdr.sgml : 19980710 ACCESSION NUMBER: 0000950130-98-003488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980707 ITEM INFORMATION: FILED AS OF DATE: 19980709 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000853022 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222429994 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10432 FILM NUMBER: 98662559 BUSINESS ADDRESS: STREET 1: MERIDIAN CENTER II STREET 2: 4 INDUSTRIAL WAY W CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7323891182 MAIL ADDRESS: STREET 1: 4 INDUSTRIAL WAY WEST STREET 2: 4 INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07755 8-K 1 FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 7, 1998 ROBERT PHARMACEUTICAL CORPORATION - -------------------------------------------------------------------------------- (exact name of registrant as specified in its charter) NEW JERSEY 1-1-432 22-2429994 - -------------- ------------- ---------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) Meridian Center II 4 Industrial Way West Eatontown, New Jersey 07724 - -------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: 732-389-1182 Meridian Center II 4 Industrial Way West Eatontown, New Jersey 07724 - -------------------------------------------------------------------------------- (Former name or former address, if changed from last report) Item 5. Other Events ------------ Roberts Pharmaceutical Corporation today announced that it has entered into an agreement with RiboGene, Inc. whereby Roberts has been contracted to develop and has been granted an option to market exclusively, in the U.S., Canada and Mexico, RiboGene's Emitasol /R/, a Phase III intranasal delivery formulation of metoclopramide. Metoclopramide in oral and injectable form is approved for use in treating emesis (nausea and vomiting). The intranasal dosing of Emitasol is protected by a U.S. use patent and is intended for both the prevention and treatment of chemotherapy induced emesis. Under the terms of this agreement, RiboGene will provide up to $7 million in funding for the development of Emitasol through completion of Phase III trials and the submission of a New Drug Application (NDA) with the balance, if any provided by Roberts. Roberts said that it is targeting the second half of 1999 for the submission of the NDA. Upon approval of the NDA, Roberts can exercise its option to market Emitasol under the RiboGene patents by making a milestone payment at that time plus subsequent royalties on product sales. In a separate transaction, Roberts will purchase $10 million of convertible preferred shares to be privately placed by RiboGene. The preferred shares have no voting rights and RiboGene's operating results are separate from Roberts' and will not be included in Roberts' income statement. 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. ROBERTS PHARMACEUTICAL CORPORATION ---------------------------------- (Registrant) Date: July 9, 1998 By: /s/ Anthony A. Rascio ------------------------------- Anthony A. Rascio Vice President FORWARD LOOKING STATEMENTS Certain statements included in Item 5 of this form 8-K are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The Registrant cautions readers that forward looking statements, including, without limitation, those relating to the Registrant's future business prospects, revenues, cost of sales, intangible dispositions and write-offs, continuing operations and discontinued operations, and liquidity and capital resources, are subject to certain risks and uncertainties, including, without limitation, the ability of the Registrant to secure regulatory approval in the United States and in foreign jurisdictions for the Registrant's developmental pipeline drugs, the efforts of the Registrant's competitors and the introduction of rival pharmaceutical products which may prove to be more effective than the Registrant's products, general market conditions, the availability of capital, and the uncertainty over the future direction of the healthcare industry, that could cause actual results to differ materially from those indicated in the forward looking statements. -----END PRIVACY-ENHANCED MESSAGE-----