-----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, IP+Ai4tfT2UajR8qRnqQZJAw9/5bWMF6oQbxYf0C7ltYlXC2W3vlbWJK5vJ4Iku+ IcVQV0TviVPh1OVFxH9pvw== 0000927356-99-001766.txt : 19991115 0000927356-99-001766.hdr.sgml : 19991115 ACCESSION NUMBER: 0000927356-99-001766 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991101 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NPS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000890465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 870439579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23272 FILM NUMBER: 99747439 BUSINESS ADDRESS: STREET 1: 420 CHIPETA WAY SUITE 240 CITY: SALT LAKE CITY STATE: UT ZIP: 84108-1256 BUSINESS PHONE: 8015834939 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITY EXCHANGE ACT OF 1934 Date of report November 11, 1999 ----------------------------------------------------------------- NPS PHARMACEUTICALS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-23272 87-0439579 - ------------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 420 Chipeta Way, Salt Lake City, Utah 84108-1256 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (801) 583-4939 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On November 1, 1999, SmithKline Beecham Corporation purchased 249,000 shares of NPS Pharmaceuticals, Inc. common stock, $.001 par value, for aggregate consideration of $1,946,433. The press release is filed as an exhibit to this report and is incorporated herein by reference. The press release filed as an exhibit to this report includes "safe harbor" language, pursuant to the Private Securities Litigation Reform Act of 1995, indicating that certain statements about NPS's business contained in the press release is "forward-looking" rather than "historic." Item 7. Financial Statements and Exhibits. c. Exhibits 99.1 Press release, dated November 2, 1999, issued by NPS Pharmaceuticals, Inc. 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. NPS PHARMACEUTICALS, INC. Date: November 11, 1999 /s/ James U. Jensen ------------------- James U. Jensen, Vice President 2 INDEX TO EXHIBITS Exhibit - ------- Number Description - --------- ----------- 99.1 Press release, dated November 2, 1999, issued by NPS Pharmaceuticals, Inc. 3 EX-99.1 2 PRESS RELEASE SMITHKLINE BEECHAM ELECTS TO EXTEND WORK IN OSTEOPOROSIS WITH NPS PHARMACEUTICALS NPS PHARMACEUTICALS, INC. SALT LAKE CITY, UT USA SALT LAKE CITY, Nov. 2 /PRNewswire/ -- NPS Pharmaceuticals, Inc. (Nasdaq: NPSP), announced today that SmithKline Beecham (SB) will continue funding work at NPS under an existing collaborative research and license agreement begun in 1993. NPS and SB are engaged in research efforts to find novel therapies for osteoporosis. Under the terms of the agreement, SB has also purchased shares of NPS stock. The SB stock purchase consisted of 249,000 shares of NPS common stock priced at $7.817 per share. The total proceeds from the purchase are $1,946,433. Speaking for NPS, Dr. Hunter Jackson, Chairman, CEO and President, said, "SmithKline Beecham's continued support for this program demonstrates its promise in finding effective therapies for a very serious condition. We hope to not only halt the progression of osteoporosis, but also to reverse its course so that weakened bones are strengthened and fractures related to osteoporosis are reduced." Research in osteoporosis by NPS and SB is founded on technology proprietary to NPS related to proteins in the body called calcium receptors. NPS and other corporate partners are conducting additional research related to calcium receptors for diseases other than osteoporosis. NPS previously announced (September 28, 1999) its agreement to merge with Allelix Biopharmaceuticals Inc., a Toronto, Canada based company. A proxy statement has now been filed with the SEC; exhibits to the proxy statement include the Management Circular for Allelix's special shareholders' meeting to vote on the transaction. The merged company will operate as NPS Pharmaceuticals in the U.S. and as NPS Allelix in Canada. Following the merger, which is expected to close by January 2000, NPS will have a deep pipeline of late-stage clinical programs, and preclinical programs involving recombinant proteins and small molecules that address a variety of important human diseases. NOTE: Statements included within this press release, which are not historical in nature, constitute forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that could cause actual results to differ materially from those described herein. There can be no assurance that efforts by NPS or SB to discover or develop an osteoporosis drug will be successful. In addition, there can be no assurance that NPS and/or NPS Allelix will have sufficient resources to advance some of their products on their own to a stage that makes them more partnerable without raising additional capital, that they will be successful in securing partners for unpartnered programs, or that any of their partnered programs will succeed. Careful consideration should be given to cautionary statements made in NPS documents filed with the SEC, in particular the Company's annual report filed on Form 10-K and the Company's Proxy Statement on Schedule 14A related to the proposed merger with Allelix, expected to be mailed to NPS shareholders in November 1999. -----END PRIVACY-ENHANCED MESSAGE-----