-----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, Cu8wwByRJybKtvr9mOv3LxGx6ZOpF0GadhxQJLWyiwG991Y9ScKCrWnMbvgiSSmT GXYCIdOPDHOg2FQM6OqleA== 0001229436-06-000001.txt : 20060419 0001229436-06-000001.hdr.sgml : 20060419 20060419190348 ACCESSION NUMBER: 0001229436-06-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060419 FILED AS OF DATE: 20060419 DATE AS OF CHANGE: 20060419 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 4560 HORTON ST CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5106558730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOUAZE PIERRE E CENTRAL INDEX KEY: 0001229436 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12798 FILM NUMBER: 06768311 BUSINESS ADDRESS: STREET 1: C/O CHIRON CORP STREET 2: 4560 HORTON STREET CITY: EMERYVILLE STATE: CA ZIP: 94608-2916 BUSINESS PHONE: 5109232910 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-04-19 1 0000706539 CHIRON CORP CHIR 0001229436 DOUAZE PIERRE E 4560 HORTON STREET EMERYVILLE CA 94608 1 0 0 0 Common Stock 2006-04-19 4 D 0 18152 48.00 D 0 D Stock Option (Right to Buy) 21.3125 2006-04-19 4 D 0 1020 26.6875 D 2006-04-19 Common Stock 1020 0 D Stock Option (Right to Buy) 35.8075 2006-04-19 4 D 0 15000 12.1925 D 2006-04-19 Common Stock 15000 0 D Share Rights Award 2006-04-19 4 A 0 3233 0 A 2006-04-19 Common Stock 3233 3233 D Share Rights Award 2006-04-19 4 D 0 3233 48.00 D 2006-04-19 Common Stock 3233 0 D The disposition was effected pursuant to the terms of the merger agreement between the Issuer and Novartis AG dated as of October 30, 2005 and as subsequently amended April 3, 2006 (the "Merger Agreement"), and involved the exchange of each share for a cash payment in the amount of $48. The disposition was approved by the Compensation Committee of the Issuer's Board of Directors and is accordingly an exempt transaction pursuant to SEC Rule 16b-3(e). Includes share right awards covering 11,815 shares of the Issuer's common stock which were also exchanged for a cash payment pursuant to the Merger Agreement. The option was cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment per cancelled option share equal to $48 less the exercise price per share in effect for that option. Such disposition of the option was approved by the Compensation Committee of the Issuer's Board of Directors and is accordingly an exempt transaction pursuant to SEC Rule 16b-3(e). The option was vested and fully exercisable as to all the shares at the time of cancellation. One-for-One Represents a share rights award for 3,233 vested shares of the Issuer's common stock made to the Reporting Person in a transaction exempt under SEC Rule 16b-3(d). The share rights were vested and fully exercisable as to all the shares at the time of cancellation. The share rights were cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment equal to $48 per share of the Issuer's common stock underlying the cancelled share rights. Such disposition of the share rights was approved by the Compensation Committee of the Issuer's Board of Directors and is accordingly an exempt transaction pursuant to SEC Rule 16b-3(e). Pierre E. Douaze by Naima Robinson as Atty-in-Fact 2006-04-19 -----END PRIVACY-ENHANCED MESSAGE-----