-----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, I1gzFDzyRNUNiZeCxHoTNxK2x1eAMkT9nQ9UgkiNULDLcA6f/WM9IHVgVXcDPiTB lFgsATrf8DQzmy1NCyjeKg== 0000950135-99-005526.txt : 19991209 0000950135-99-005526.hdr.sgml : 19991209 ACCESSION NUMBER: 0000950135-99-005526 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991202 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991208 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: 99770688 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): December 2, 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 December 2, 1999, ARIAD Pharmaceuticals, Inc. (the "Company") announced that the exercise deadline for its Common Stock Purchase Warrants (the "Warrants") had been extended from 5:00 p.m. New York City time on December 30, 1999 to 5:00 p.m. New York City time on December 30, 2000. The extension was effected by an amendment to the Warrant Agreement between the Company and the State Street Bank and Trust Company of Boston, Massachusetts, who acts as Warrant Agent for the Warrants. All other terms of the Warrants remain unchanged. The Warrants are exercisable at $8.40 per share and are traded on the Nasdaq Market under the symbol: ARIAW. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits Exhibit No. --- 4.1 Amendment to Warrant Agreement, dated as of December 1, 1999 99.1 Press Release dated December 2, 1999. 3 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: December 8, 1999 By: /s/ Jay R. Lamarche ------------------- Jay R. LaMarche Executive Vice President and Chief Financial Officer EX-4.1 2 AMENDMENT TO WARRANT AGREEMENT 12/01/1999 1 EXHIBIT 4.1 AMENDMENT THIS AMENDMENT NO. 2 is made as of December 1, 1999, by and between ARIAD Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and State Street Bank and Trust Company, a corporation organized under the banking laws of the Commonwealth of Massachusetts (the "Warrant Agent"). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in that certain Warrant Agreement, dated as of May 27, 1994, by and between the Company and the Warrant Agent (the "Warrant Agreement"). WHEREAS, the fixed date component of the Exercise Deadline for the Warrants will arrive less than two months from the date hereof; WHEREAS, the Company and the Warrant Agent desire to amend the Warrant Agreement to extend, for a period of one year, the fixed date component of the Exercise Deadline; and WHEREAS, an amendment of the Warrant Agreement to extend the fixed date component of the Exercise Deadline will not adversely affect, alter or change the rights, privileges or immunities of the registered holders of the Warrant Certificates; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. EXTENSION OF EXERCISE DEADLINE. The parties agree to amend Section 2.2 of the Warrant Agreement, which is entitled "REGISTRATION OF COMMON STOCK AND EXERCISABILITY OF WARRANTS", by deleting the first sentence of Section 2.2 in its entirety and replacing such first sentence with the following: "Each Public Warrant may be exercised at any time on or after the Separability Date and each UPW Warrant may be exercised at any time on or after one year from the effective date of the Registration 2 Statement (the "Effective Date") under the Securities Act of 1933, as amended (the "Securities Act"), but not after 5:00 P.M., New York City time, on the earlier of December 30, 2000, or the business day immediately preceding the Call Date (as defined in Section 4.11)." 2. RATIFICATION AND CONFIRMATION. Except as set forth above, the terms, conditions, agreements, representations and covenants contained in the Warrant Agreement are hereby ratified and confirmed in all respects and continue in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 IN WITNESS WHEREOF, the Company and the Warrant Agent have caused this Amendment to be duly executed as of the date first above written. COMPANY: WARRANT AGENT: ARIAD PHARMACEUTICALS, INC. STATE STREET BANK AND TRUST COMPANY By: /S/ Jay R. LaMarche By: /S/ Charlie Rossi ------------------- ----------------- Name: Jay R. LaMarche Name: Charlie Rossi Its: Chief Financial Officer Its: Vice President EX-99.1 3 PRESS RELEASE DATED 12/02/1999 1 EXHIBIT 99.1 [ARIAD LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: Jay R. LaMarche ARIAD Pharmaceuticals, Inc. Chief Financial Officer (617) 494-0400 Eytan Apter SmallCaps Online Group LLC (212) 554-4158 ARIAD ANNOUNCES ONE YEAR EXTENSION OF THE EXPIRATION DATE OF ITS COMMON STOCK PURCHASE WARRANTS Cambridge, MA, December 2, 1999 -- ARIAD Pharmaceuticals, Inc. (Nasdaq: ARIA) today announced that the exercise deadline for its Common Stock Purchase Warrants has been extended for a period of one year, from 5:00 p.m. New York City time on December 30, 1999 to 5:00 p.m. New York City time on December 30, 2000. The extension was effected by an amendment to the Warrant Agreement between ARIAD and the State Street Bank and Trust Company of Boston, Massachusetts, which acts as Warrant Agent for ARIAD's Common Stock Purchase Warrants. All other terms of the Warrants remain unchanged. The Warrants are exercisable at $8.40 per share and are traded on the Nasdaq Market under the symbol: ARIAW. ARIAD Pharmaceuticals (www.ariad.com) is engaged in the discovery and development of novel therapeutics based on signal transduction technology. ARIAD is developing small-molecule drugs to block intracellular signaling pathways that play a critical role in major diseases, including osteoporosis and various immune-related disorders. ARIAD is also developing ARGENT(TM), a proprietary gene regulation technology for orally active protein therapy and cellular immunotherapy that utilizes small-molecule drugs to control intracellular signaling pathways in engineered cells. Some of the matters discussed in this news release are forward-looking statements that involve risks and uncertainties, including, but not limited to, risks and uncertainties regarding the success of the Company's operations, as well as risks and uncertainties relating to economic conditions, markets, products, competition, intellectual property, services and prices, key employees, future capital needs, dependence on our collaborators 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, 1998 filed with the Securities Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----