-----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, MW5DkIuFlztnUUMHriTsiuCTCG3n0vmEFoTzRJXdGkEFSaWn4dxSHqH3UpixzQST bgLbXDh0E3wDIStmN+bWjw== /in/edgar/work/0000004310-00-000016/0000004310-00-000016.txt : 20001115 0000004310-00-000016.hdr.sgml : 20001115 ACCESSION NUMBER: 0000004310-00-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001114 ITEM INFORMATION: FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALZA CORP CENTRAL INDEX KEY: 0000004310 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 770142070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06247 FILM NUMBER: 766707 BUSINESS ADDRESS: STREET 1: 1900 CHARLESTON RD STREET 2: PO BOX 7210 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94309 BUSINESS PHONE: 6504945000 MAIL ADDRESS: STREET 1: 1900 CHARLESTON RD STREET 2: PO BOX 7210 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94309-7210 8-K 1 0001.txt 8K TEXT 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: November 14, 2000 Date of earliest event reported: November 13, 2000 Commission File Number 1-6247 ALZA CORPORATION (Exact name of registrant as specified in its charter) Delaware 77-0142070 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 1900 Charleston Road, P.O. Box 7210, Mountain View, CA 94303-0802 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650)564-5000 Item 2. Acquisition or Disposition of Assets On October 30, 2000, ALZA filed a Current Report on Form 8-K announcing that on September 29, 2000, ALZA Corporation ("ALZA") exercised its option to acquire all of the Class A Common Stock (the "Stock") of Crescendo Pharmaceuticals Corporation ("Crescendo") for a cash payment of $100.0 million. Crescendo was formed by ALZA for the purpose of selecting and developing new human pharmaceutical products and commercializing such products, most likely through licensing to ALZA. Since it commenced operations on September 30, 1997, Crescendo's principal activity has been conducting product development under its agreements with ALZA. ALZA exercised its option to acquire the Crescendo Stock pursuant to the terms of the purchase option set forth in Crescendo's Restated Certificate of Incorporation. On November 13, 2000, ALZA completed its acquisition of Crescendo. ALZA funded the acquisition through its available working capital. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits Item 7a. Financial Statements of the Business Acquired ALZA incorporates by reference Item 7a of ALZA's Current Report on Form 8-K filed on October 30, 2000, which incorporates by reference the following documents: - The financial statements of Crescendo and notes thereto, and the Report of Ernst and Young LLP, Independent Auditors, set forth at pages 21 to 36 under Item 8 of Crescendo's Annual Report on Form 10-K/A for the year ended December 31, 1999. - The unaudited financial statements of Crescendo and notes thereto set forth at pages 3 to 13 under Item 1 of Crescendo's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. Item 7b. Pro Forma Financial Information ALZA incorporates by reference the following documents: - The unaudited pro forma combined condensed financial information of ALZA and Crescendo for the year ended December 31, 1999 and the six months ended June 30, 2000, set forth under Item 7b of ALZA's Current Report on Form 8-K filed on October 30, 2000. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. ALZA CORPORATION By: /s/ Matthew K. Fust Matthew K. Fust Senior Vice President and Chief Financial Officer Date: November 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----