-----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, WPrN9vYJNs1LzOTZc3iBDLN4gxR0GS9Xt9IjoxGXnGpP54Mr4PSEg6zFPz3ianzK ysdRfcVXrrnPGQpW9KO2cQ== 0000950134-02-011021.txt : 20020906 0000950134-02-011021.hdr.sgml : 20020906 20020906164121 ACCESSION NUMBER: 0000950134-02-011021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020906 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHEFFIELD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000894158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133808303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12584 FILM NUMBER: 02758746 BUSINESS ADDRESS: STREET 1: 425 WOODSMILL RD CITY: ST LOUIS STATE: MO ZIP: 63017 BUSINESS PHONE: 3145799899 MAIL ADDRESS: STREET 1: 425 WOODSMILL RD CITY: ST LOUIS STATE: MO ZIP: 63017 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19940606 8-K 1 c71730e8vk.txt FORM 8-K 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): September 6, 2002 ---------------------- COMMISSION FILE NUMBER 1-12584 DELAWARE SHEFFIELD PHARMACEUTICALS, INC. 13-3808303 (State of other jurisdiction of (Exact name of registrant as specified (I.R.S. Employer incorporation or organization) in its charter) Identification No.) 14528 South Outer Forty Road, Suite 205, St. Louis, Missouri 63017 ------------------------------------------------------------ ---------- (Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code (314) 579-9899 ---------- Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On September 6, 2002, Sheffield Pharmaceuticals, Inc., a Delaware corporation, issued a press release, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Number Description 99.2 Press Release dated September 6, 2002 issued by Sheffield 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 thereunto duly authorized. SHEFFIELD PHARMACEUTICALS, INC. Dated: September 6, 2002 By: /s/ Scott A. Hoffmann --------------------------------------- Scott A. Hoffmann Vice President and Chief Financial Officer INDEX TO EXHIBIT
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.2 Press Release dated September 6, 2002 issued by Sheffield Pharmaceuticals, Inc.
EX-99.2 3 c71730exv99w2.txt PRESS RELEASE EXHIBIT 99.2 [SHEFFIELD LOGO] NEWS RELEASE For further information contact: Thomas M. Fitzgerald, President and CEO Sheffield Pharmaceuticals, Inc. (585) 292-0310 FOR IMMEDIATE RELEASE SHEFFIELD COMPLETES UNSECURED DEBT FINANCING ST. LOUIS, MO - SEPTEMBER 6, 2002 - Sheffield Pharmaceuticals, Inc. (AMEX:SHM) today announced that it has completed a $.5 million unsecured debt financing with certain shareholders of the Company. The promissory notes provide for interest at the rate of 7% per annum and mature on January 1, 2003. Upon maturity, the Company will repay principal and accrued interest on each note, and at the Company's discretion, either a premium of approximately 14% of the principal amount, or a warrant to purchase the number of shares of Sheffield common stock equal to the principal amount each note. Any warrants to be issued under the notes would have an exercise price equal to the closing price of the Company's common stock on the closing date of the notes. "The Company anticipates that the funds from this transaction, together with the available cash balances, will allow it sufficient additional time to continue to evaluate various financing alternatives currently being reviewed by the Company. These including private offerings of the Company's securities, other debt financings, and collaborations and licensing arrangements with other companies," commented Thomas M. Fitzgerald, Sheffield's President and CEO. Sheffield Pharmaceuticals, Inc. provides innovative, cost-effective pharmaceutical therapies by combining state-of-the-art pulmonary drug delivery technologies with existing and emerging therapeutic agents. Sheffield is developing a range of products to treat respiratory and systemic diseases using pressurized metered dose, solution-based and dry powder inhaler and formulation technologies, including its proprietary Premaire(R) Delivery System and Tempo(TM) Inhaler. Sheffield focuses on improving clinical outcomes with patient-friendly alternatives to inconvenient or sub-optimal methods of drug administration. Investors can learn more about Sheffield Pharmaceuticals on its Web site at www.sheffieldpharm.com. This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, the Company's actual results could differ materially from the results anticipated in the forward-looking statements included in this press release. For a discussion of factors that could cause or contribute to such material differences, investors are directed to the risks and uncertainties contained in the Company's Form 10-Q for the quarter ended June 30, 2002, and other documents filed by the Company with the Securities and Exchange Commission. The risks and uncertainties that could cause actual results to differ materially from the forward-looking statements include the difficulties of a development stage pharmaceutical company raising substantial additional capital (through financings or otherwise) in the current environment to fund its operations and the progress of development, government and regulatory approvals and licensing/commercialization of the Company's technologies. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. # # # -----END PRIVACY-ENHANCED MESSAGE-----