-----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, FfYMEXqAjh+FbyH+5KY4+8bFIkXT08oDXyrdu1nYhQSBYP9aR+CCNaEGNczN09rq QrxaWgpxmjU7Y+zH5rGYAg== 0001095811-00-001039.txt : 20000420 0001095811-00-001039.hdr.sgml : 20000420 ACCESSION NUMBER: 0001095811-00-001039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000418 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LA JOLLA PHARMACEUTICAL CO CENTRAL INDEX KEY: 0000920465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330361285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24274 FILM NUMBER: 604643 BUSINESS ADDRESS: STREET 1: 6455 NANCY RIDGE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194526600 MAIL ADDRESS: STREET 1: 6455 NANCY RIDGE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 FORM 8-K 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): April 18, 2000 ----------------------- LA JOLLA PHARMACEUTICAL COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-24274 33-0361285 - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 6455 Nancy Ridge Drive San Diego, CA 92121 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 452-6600 - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 5. OTHER EVENTS On April 13, 2000, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing the Company's intent to file a registration statement to register for resale the underlying shares of Company common stock for the Company's privately held warrants. The Company previously registered the underlying shares for its publicly held warrants following its initial public offering in 1994. The private and public warrants, as well as an option granted to the underwriter of the Company's initial public offering to purchase shares of Company common stock and warrants, will expire on June 3, 2000. The Company's Board of Directors does not plan to extend the expiration date. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Pursuant to General Instruction F of Form 8-K, the following document is incorporated by reference herein and attached as an exhibit hereto: EXHIBIT DESCRIPTION ------- ----------- 99.1 La Jolla Pharmaceutical Company press release of April 13, 2000. 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. La Jolla Pharmaceutical Company (Registrant) Date: April 18, 2000 By: /s/ Steven B. Engle ----------------------------------- (Signature) Name: Steven B. Engle Title: Chairman and Chief Executive Officer 4 LA JOLLA PHARMACEUTICAL COMPANY INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT - ------ ------- 99.1 La Jolla Pharmaceutical Company press release of April 13, 2000. EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 April 13, 2000 Andrew Wiseman, Ph.D. IMMEDIATE LA JOLLA PHARMACEUTICAL WILL FILE TO REGISTER STOCK RELATED TO UPCOMING WARRANT EXERCISE DEADLINE San Diego, April 13, 2000 - La Jolla Pharmaceutical Company (Nasdaq: LJPC) announced today that it will file a registration statement to register for resale the underlying shares of common stock for the Company's privately held warrants. The Company previously registered the underlying shares for its publicly held warrants following its initial public offering in 1994. The warrants, as well as an option granted to the underwriter of the Company's initial public offering, will expire on June 3, 2000. The Company's Board of Directors does not plan to extend the expiration date. The Company's public warrants (LJPCW) have an exercise price of $3.00 per one-half share; two warrants must be exercised with an aggregate exercise price of $6.00 to purchase one whole share of common stock. The Company has the option to call the warrants for five cents per warrant if the common stock trades at greater than $9.00 per share for 20 consecutive trading days, provided that the Company has notified warrant holders in writing at least 30 days in advance of calling the warrants. For further information concerning the exercise of the Company's public warrants, warrant holders may contact Grace Deer-Loiseau at The American Stock Transfer & Trust Company, 40 Wall Street, New York, NY 10005 or by calling 718-921-8247. Holders of the Company's private warrants will receive a letter from the Company shortly that will provide additional information concerning the exercise of these warrants. In the meantime, holders of the private warrants may contact the Company. The terms of the Company's warrants, including exercise prices, remain unchanged. Until the registration statement covering the common stock to be issued on the exercise of the private warrants has been declared effective by the SEC, the common stock will not have been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements; this press release does not constitute an offer of securities for sale. 2 La Jolla Pharmaceutical is focused on the research and development of therapeutic compounds to treat antibody-mediated diseases such as lupus, antibody-mediated thrombosis--a clotting disorder associated with stroke, myocardial infarction, deep-vein thrombosis and recurrent fetal loss--and organ rejection in xenotransplantation. The Company develops disease-specific therapeutics using its proprietary Tolerance Technology(R) for major diseases and conditions caused by antibodies. By treating the underlying cause of disease, the Company believes that Tolerance Technology will lead to products with improved therapeutic benefit and fewer side effects than currently available treatments. The Company's common stock and warrants trade on The Nasdaq Stock Market under the symbols LJPC and LJPCW, respectively. For more information about the Company, visit our website: www.ljpc.com. Statements in this press release discuss future expectations, contain projections or state other forward-looking information. These statements involve risks and uncertainties, and a number of factors, both foreseen and unforeseen, could cause actual results to be materially different from those contemplated by the forward-looking statements. In particular, the registration statement to be filed by the Company with the SEC concerning its private warrants may not be declared effective by the SEC for some time, if at all. Interested parties are urged to review the risks detailed from time to time in La Jolla Pharmaceutical Company's Securities and Exchange Commission (SEC) filings, including the report on Form 10-K for the year ended December 31, 1999. ### -----END PRIVACY-ENHANCED MESSAGE-----