-----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, Wp5/SxjuAWcNnZ3XCytACE+oK2XKw+HJ+8ZKuOApzk9WeFIa7uw8yzjUzCgIfnRz YphofaKVg16ejJyobSOQDw== 0001193125-07-217464.txt : 20071012 0001193125-07-217464.hdr.sgml : 20071012 20071012112806 ACCESSION NUMBER: 0001193125-07-217464 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071009 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071012 DATE AS OF CHANGE: 20071012 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: 1934 Act SEC FILE NUMBER: 000-23272 FILM NUMBER: 071168731 BUSINESS ADDRESS: STREET 1: 550 HILLS DRIVE DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: (908) 450-5300 MAIL ADDRESS: STREET 1: 550 HILLS DRIVE DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

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

October 9, 2007

Date of Report (Date of earliest event reported)

 


NPS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   0-23272   87-0439579

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

550 Hills Drive, 3rd Floor

Bedminster, NJ 07921

(Address of principal executive offices)

(908) 450-5300

(Registrant’s telephone number, including area code)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 1.01 Entry into a Material Definitive Agreement.

On October 9, 2007, the Company announced that by mutual agreement it has ended its collaboration with AstraZeneca to discover and develop drugs targeting metabotropic glutamate receptors (mGluRs). AstraZeneca has agreed to pay NPS $30 million to acquire NPS’s assets related to the companies’ research collaboration to discover and develop the compounds. NPS transferred all of its interests in the program to AstraZeneca under the mutual agreement.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the agreement and the exhibits thereto, which will be attached to the Company’s periodic reports that are filed with the SEC.

 

Item 8.01 Other Events.

On October 9, 2007, NPS Pharmaceuticals issued the press release attached to this report as Exhibit 99.1, the contents of which are incorporated herein by this reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release issued by NPS Pharmaceuticals, Inc. on October 9, 2007.


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.

 

Date: October 9, 2007   NPS PHARMACEUTICALS, INC.
  By:  

/s/ Val R. Antczak

    Val R. Antczak, Senior Vice President, Legal Affairs, General Counsel and Secretary
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

NPS Sells Assets Related to mGluR Collaboration to AstraZeneca for $30 Million to Support Late-Stage Product Development

Bedminster, NJ – October 9, 2007 – NPS Pharmaceuticals, Inc. (Nasdaq: NPSP) announced today that by mutual agreement it has ended its collaboration with AstraZeneca to discover and develop drugs targeting metabotropic glutamate receptors (mGluRs). AstraZeneca has agreed to pay NPS $30 million to acquire NPS’s assets related to the companies’ research collaboration to discover and develop the compounds. NPS intends to use the proceeds to support further development of its late-stage product pipeline.

The two companies have been collaborating since March 2001 to discover and develop compounds that are active at these receptors and have identified several drug candidates currently in preclinical and Phase 1 studies. Under the terms of the agreement, NPS will no longer provide research support for or maintain interests in any drugs discovered, developed and commercialized under this program.

Dr. Tony Coles, president and CEO of NPS, stated, “Monetizing our interests in the mGluR program at this time enables us to create greater near-term value for NPS shareholders. This strategic move creates investment flexibility for NPS and enables us to use the monies from this deal, the previously announced Nycomed GATTEX deal and the approximately $10 million in savings over the next two years from this transaction to support the further development of our late-stage pipeline products, PREOS and GATTEX, in specialty indications. We have had a very productive collaboration with AstraZeneca and wish them continued success with this program.”

About NPS Pharmaceuticals

NPS discovers and develops small molecules and recombinant proteins as drugs, primarily for the treatment of metabolic, bone and mineral, and central nervous system disorders. The company has drug candidates in various stages of clinical development backed by a strong discovery research effort. Additional information is available on the company’s website, http://www.npsp.com.

Note: Statements made in 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. These statements are based on management’s current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All information in this press release is as of October 9, 2007 and we undertake no duty to update this information. A more complete description of these risks can be found in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year-ended December 31, 2006 and our Quarterly Report on Form 10-Q for the quarter-ended June 30, 2007.

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