-----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, UNf5AuQLnE8DO93Y9plqjykkhBgkX2gWB3l6DWTo5525hwjxy+5HjyKKy/lvLId0 KnZwpgzl7464FNSMGkdDuQ== 0001012870-97-001738.txt : 19970912 0001012870-97-001738.hdr.sgml : 19970912 ACCESSION NUMBER: 0001012870-97-001738 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970825 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970909 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERAPEUTIC DISCOVERY CORP CENTRAL INDEX KEY: 0000899753 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943173191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21478 FILM NUMBER: 97677445 BUSINESS ADDRESS: STREET 1: 1375 CALIFORNIA AVENUE STREET 2: P O BOX 10051 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4154968203 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 SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 25, 1997 THERAPEUTIC DISCOVERY CORPORATION --------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-21478 94-3173191 - ------------------------------------------------------------------------------- (State of Incorporation (Commission File No.) (I.R.S. Employer or Organization) Identification no.) 1454 Page Mill Road, P.O. Box 10051, Palo Alto, California 94303-0806 - ---------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone no., including area code: (650) 496-8200 -------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 1. CHANGE IN CONTROL OF REGISTRANT ------------------------------- (a) On August 25, 1997 (the "Exercise Date") ALZA Corporation, a Delaware corporation ("ALZA") exercised its option to purchase all of the issued and outstanding Class A Common Stock (the "Class A Common Stock") of Therapeutic Discovery Corporation, a Delaware corporation ("TDC"), pursuant to the terms of TDC's Restated Certificate of Incorporation as filed with the Secretary of State for the State of Delaware on April 1, 1993. The closing date for the purchase of the Class A Common Stock is September 29, 1997 (the "Closing Date"). ALZA has the ability to appoint TDC's board of directors effective as of the Exercise Date and TDC is prohibited from entering into certain significant corporate transactions without ALZA's prior written consent between the Exercise Date and the Closing Date. The Class A Common Stock being acquired is to be acquired from all holders of Class A Common Stock determined as of the close of business on the Closing Date. The exercise price for the purchase of the Class A Common Stock is $100 million and, to the best of TDC's knowledge, the source of these funds is ALZA's cash, cash equivalents and marketable securities. Prior to the exercise of the Purchase Option, ALZA owned 100 shares of Class B Common Stock of TDC. Subsequent to the Closing Date, ALZA will own 100% of the issued and outstanding stock of TDC. (b) None. ITEM 7. EXHIBITS -------- 3.1 Restated Certificate of Incorporation of TDC as filed with the Secretary of State of the State of Delaware on April 1, 1993 (incorporated by reference from Exhibit 17(c) to the Schedule 13E-3 of ALZA as filed with respect to TDC on August 27, 1997). -2- SIGNATURE --------- 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. THERAPEUTIC DISCOVERY CORPORATION Date: September 9, 1997 By: /s/ Gary L. Neil ---------------- Gary L. Neil President and Chief Executive Officer -3- EXHIBIT INDEX ------------- Exhibit No. Exhibit ------- ------- 3.1 Restated Certificate of Incorporation of TDC as filed with the Secretary of State of the State of Delaware on April 1, 1993 (incorporated by reference from Exhibit 17(c) to the Schedule 13E-3 of ALZA as filed with respect to TDC on August 27, 1997). -4- -----END PRIVACY-ENHANCED MESSAGE-----