-----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, Slzy0itnY5TmUdcXA6CXhyeZq2TdaUQtSuuHJk604qDcHuLvgK4jYq/hKxX/mRkO z6jhLmRqupvtKqkoGxOp5Q== 0000898432-98-000061.txt : 19980130 0000898432-98-000061.hdr.sgml : 19980130 ACCESSION NUMBER: 0000898432-98-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980108 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980129 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN VACCINE INC CENTRAL INDEX KEY: 0000856573 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 980121241 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10451 FILM NUMBER: 98516004 BUSINESS ADDRESS: STREET 1: 12103 INDIAN CREEK CT CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3014198400 8-K 1 UNITED STATES 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: January 8, 1998 --------------- NORTH AMERICAN VACCINE, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Canada 1-10451 98-0121241 - ---------------------------- --------------------- ------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 12103 Indian Creek Court Beltsville, Maryland 20705 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (301) 419-8400 -------------- Exhibit Index appears on p. 4. - 1 - Item 5. Other Events. As of January 8, 1998, North American Vaccine, Inc. (the "Company") and BioChem Pharma Inc. ("BioChem"), successor to IAF BioChem International Inc., agreed to extend until January 17, 2001 BioChem's one (1) remaining demand registration right with respect to common shares, no par value, of the Company, which right was scheduled to expire on January 17, 1998. Item 7. Financial Statements and Exhibits. Exhibit 2.5 Amendment to Share Purchase Agreement dated as of January 8, 1998 between the Company and BioChem. - 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 hereunto duly authorized. NORTH AMERICAN VACCINE, INC. By: /s/ Sharon Mates --------------------- Sharon Mates, Ph.D. President Dated: January 28, 1998 - 3 - EXHIBIT INDEX Item No. - -------- 2.5 Amendment to Share Purchase Agreement dated as of January 8, 1998 between North American Vaccine, Inc. and BioChem Pharma Inc. (successor to IAF BioChem International Inc.) - 4 - EX-2 2 EXHIBIT 2.5 AMENDMENT TO SHARE PURCHASE AGREEMENT THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (this "Amendment"), dated as of January 8, 1998 is entered into by and between North American Vaccine, Inc., a Canadian corporation, ("NAVA") and BioChem Pharma Inc., (successor to IAF BioChem International Inc.) a corporation organized under the laws of Canada ("BioChem"). RECITALS WHEREAS, NAVA and BioChem entered into a Share Purchase Agreement on January 17, 1990 (the "Share Purchase Agreement"); and WHEREAS, pursuant to Section 8.1 of the Share Purchase Agreement, NAVA granted to BioChem certain registration rights with respect to common shares, no par value, of NAVA ("Common Shares"), which registration rights were set forth in Schedule 4 to the Share Purchase Agreement; and WHEREAS, the parties entered into that certain Amendment to Share Purchase Agreement (the "First Amendment") dated June 20, 1994, whereby Schedule 4 to the Share Purchase Agreement was amended to, among other things, amend the demand registration right held by BioChem for its NAVA Common Shares; and WHEREAS, BioChem's one remaining demand registration right is scheduled to expire on January 17, 1998; and WHEREAS, the parties desire to extend the term of BioChem's one remaining demand registration right for its NAVA Common Shares for an additional three (3) years; and WHEREAS, the parties desire to set forth their agreements and understanding with respect to these matters. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: I. MODIFICATION AND AMENDMENT 1.1 Section 1.2(a)(vi) of Schedule 4 to the Share Purchase Agreement shall be and hereby is revised in its entirety to read as follows: "(vi) after January 17, 2001." II. MISCELLANEOUS 2.1 Except as set forth in this Amendment, all provisions of the Share Purchase Agreement, as amended by the First Amendment, shall remain in full force and effect without modification or amendment. Unless otherwise defined in this Amendment, all capitalized terms used herein shall be as defined in the Share Purchase Agreement, as amended. 2.2 This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 2.3 This Amendment shall be deemed to have been made in the Province of Quebec and shall be interpreted in accordance with and governed by the laws of Quebec and the laws of Canada applicable therein. The parties hereto have requested that this Amendment and all agreements and documents related thereto be drafted in the English language. Les parties aux presentes ont exige que la presente convention et tout document accessoire soient redige en anglais seulement. 2.4 If any provision of this Amendment is held contrary to any federal, provincial, state or local law, the invalidity of such provision shall not affect any other provision of this Amendment, and the remaining provisions hereof shall continue in full force and effect and unmodified thereby. Any restriction or obligation contained herein which cannot be enforced to its full extent shall be enforced to the maximum extent permitted by law. IN WITNESS WHEREOF, the parties have caused this Amendment to Share Purchase Agreement to be executed by their duly authorized officers as of the day and year first above written. NORTH AMERICAN VACCINE, INC. By: /s/ Daniel J. Abdun-Nabi ------------------------ Name: Daniel J. Abdun-Nabi -------------------- Title: Sr. Vice President-Legal Affairs -------------------------------- BIOCHEM PHARMA INC. By: /s/ Francois Legault -------------------- Name: Francois Legault ---------------- Title: Ex. V.P. Investments and Subsidiaries ------------------------------------- /s/ Charles A. Tessier Charles A. Tessier V.P. Legal & Sec. - 2 - -----END PRIVACY-ENHANCED MESSAGE-----