-----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, OGjJOxJ4C4DZgsLIN+Twx2pNxpL2ebjxVIm6QVgtUSFjBvWbOEhVLI2YphjFQRB2 Kl55WxDq36uQxUBTdWAvwA== 0000950135-99-000063.txt : 19990111 0000950135-99-000063.hdr.sgml : 19990111 ACCESSION NUMBER: 0000950135-99-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990108 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARIAD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884731 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 223106987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21696 FILM NUMBER: 99503066 BUSINESS ADDRESS: STREET 1: 26 LANDSDOWNE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174940400 MAIL ADDRESS: STREET 2: 26 LANDSDOWNE CITY: CAMBRIDGE STATE: MA ZIP: 02139 8-K 1 ARIAD PHARMACEUTICALS, INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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) January 8, 1999 COMMISSION FILE NUMBER: 0-21696 ARIAD PHARMACEUTICALS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 22-3106987 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 26 LANDSDOWNE STREET, CAMBRIDGE, MASSACHUSETTS 02139 (Address of principal executive offices)(Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 494-0400 Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report: Not Applicable ================================================================================ 2 ITEM 5. OTHER EVENTS On January 5, 1999, ARIAD Pharmaceuticals, Inc. ("ARIAD") issued 478,120 shares of its Series B Preferred Stock to Hoechst Marion Roussel, Inc. ("HMR") and received proceeds of $5,747,000. This tranche of Series B Preferred Stock was issued in accordance with a predefined pricing formula and is convertible on a one-for-one basis into shares of ARIAD common stock. In 1997, HMR purchased an initial 2,526,316 shares of the Series B Preferred Stock for $24 million in connection with the formation of the Hoechst-ARIAD Genomics Center, LLC. The joint venture agreement provided ARIAD with the option, beginning in 1999, to issue an additional $25 million in Series B Preferred Stock to HMR over the remaining term of the joint venture. This newly issued tranche providing ARIAD $5.7 million represents the first tranche of the option and is the amount available to ARIAD during 1999. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS 99. Press Release dated January 7, 1999. 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. ARIAD Pharmaceuticals, Inc. Date: January 8, 1999 By: /s/ Jay R. LaMarche ------------------------------------ Executive Vice President Chief Financial Officer EX-99 2 PRESS RELEASE 1 EXHIBIT 99 [ARIAD LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: Jay R. LaMarche Chief Financial Officer (617) 494-0400 Jennifer LaVin Bridge Communications (212) 554-4158 ARIAD ISSUES $5.7 MILLION OF SERIES B PREFERRED STOCK TO HOECHST MARION ROUSSEL CAMBRIDGE, MA, JANUARY 7, 1999 -- ARIAD Pharmaceuticals, Inc. (Nasdaq: "ARIA") today announced that it has issued 478,120 shares of its Series B Preferred Stock to Hoechst Marion Roussel, Inc. ("HMR") and received proceeds of $5,747,000. This tranche of Series B Preferred Stock was issued in accordance with a predefined pricing formula and is convertible on a one-for-one basis into shares of ARIAD common stock. In 1997, HMR purchased an initial 2,526,316 shares of the Series B Preferred Stock for $24 million in connection with the formation of the Hoechst-ARIAD Genomics Center, LLC. The joint venture agreement provided ARIAD with the option, beginning in 1999, to issue an additional $25 million in Series B Preferred Stock to HMR over the remaining term of the joint venture. This newly issued tranche providing ARIAD $5.7 million represents the first tranche of the option and is the amount available to ARIAD during 1999. ARIAD Pharmaceuticals (www.ariad.com) is engaged in the discovery and development of orally administered therapeutics based on signal transduction technology. The Company is developing small-molecule drugs that block intracellular signaling pathways that play a critical role in major diseases, including osteoporosis and immune-related disorders. ARIAD is also developing ARGENT(TM), a proprietary regulated gene expression technology for orally activated protein therapy and cellular therapy. Some of the matters discussed in this news release may be forward-looking statements that involve risks and uncertainties. Risks and uncertainties include, but are not limited to risks and uncertainties regarding the success of the Company's joint venture in functional genomics, as well as risks and uncertainties relating to economic conditions, markets, products, services and prices, and other factors discussed under the heading "Cautionary Statement Regarding Forward-Looking Statements" in ARIAD's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 filed with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----