-----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, HPoApBE9h3GfO5gQPiNwi8+KwsBr2nKK/gJOcPlS8MDdst56IKJb+TqI35yNv45h HaJXE3N9UHpFbbTNeCO8tw== 0000912057-02-000958.txt : 20020413 0000912057-02-000958.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-02-000958 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020110 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIRON CORP CENTRAL INDEX KEY: 0000706539 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942754624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12798 FILM NUMBER: 2506749 BUSINESS ADDRESS: STREET 1: 4560 HORTON ST CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5106558730 8-K 1 a2067576z8-k.htm FORM 8-K Prepared by MERRILL CORPORATION
QuickLinks -- Click here to rapidly navigate through this document

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): January 10, 2002
(January 6, 2002)

Chiron Corporation
(Exact name of registrant as specified in its charter)

Delaware 0-12798 94-2754624
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)

4560 Horton Street, Emeryville, CA
94608
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (510) 655-8730

N/A
(Former name or former address, if changed since last report)

ITEM 5.  OTHER EVENTS.

    On January 7, 2002, Chiron Corporation ("Chiron") issued a press release announcing that Chiron, Matrix Pharmaceutical, Inc., a Delaware corporation ("Matrix"), and Manon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Chiron ("Merger Sub"), have entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 6, 2002, under which Chiron has agreed, subject to customary conditions, to make a tender offer (the "Offer") to purchase any or all of the outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of Matrix at a purchase price equal to $2.21 per share in cash. The Merger Agreement provides for the Offer to be followed by a subsequent merger of Merger Sub with and into Matrix, after which Matrix will be a wholly owned subsidiary of Chiron.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)
Exhibits.

    See Exhibit Index hereto.


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.

    CHIRON CORPORATION

Date:
January 10, 2002
By:
/s/ William G. Green
William G. Green
Senior Vice President, General Counsel and Secretary


EXHIBIT INDEX

Exhibit Number
 
99.1 Press release by Chiron Corporation dated January 7, 2002 (incorporated by reference to the Schedule TO with respect to pre-commencement communications filed by Chiron Corporation on January 7, 2002).


QuickLinks

SIGNATURES
EXHIBIT INDEX
 -----END PRIVACY-ENHANCED MESSAGE-----