-----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, PHicKM2xnPgUc+cy1tT8CQw/S4U1G828+0DEcM1O5NjOL5EO4awRZfRD93EJ6Wc2 hxXH3eDdvCuc2VBN7ISntg== 0000891618-98-005337.txt : 19981216 0000891618-98-005337.hdr.sgml : 19981216 ACCESSION NUMBER: 0000891618-98-005337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981203 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHAMAN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000891933 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943095806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21022 FILM NUMBER: 98769755 BUSINESS ADDRESS: STREET 1: 213 E GRAND AVE SO CITY: SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4159527070 MAIL ADDRESS: STREET 1: 213 E GRAND AVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 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) DECEMBER 3, 1998 --------------------------- SHAMAN PHARMACEUTICALS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-21022 94-3095806 - ----------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
213 EAST GRAND AVE., SOUTH SAN FRANCISCO, CALIFORNIA 94080 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 952-7070 -------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 Item 5. Other Events. On December 3, 1998 Shaman Pharmaceuticals, Inc. (the "Company") filed with the Delaware Secretary of State a Certificate of Correction Filed to Correct a Certain Error in the Shaman Pharmaceuticals, Inc. Amended Certificate of Designation of Preferences of Series C Convertible Preferred Stock Filed in the Office of the Secretary of the State of Delaware on July 31, 1998 (the "Certificate of Correction"). The Certificate of Correction was necessary to correct an error in the description of the voting rights of the Company's Series C Convertible Preferred Stock (the "Series C Preferred Stock"). The holders of the Series C Preferred Stock are entitled (i) during the first year after the issuance thereof to six votes for every one share of Series C Preferred Stock held; and (ii) thereafter, to one vote for each share of Common Stock into which such share of Series C Preferred Stock is convertible on the record date for the matter to be voted on. The Certificate of Correction is attached hereto as Exhibit 3.2 and is also incorporated herein by reference in its entirety. In addition, on October 26, 1998, The Nasdaq Stock Market, Inc. ("Nasdaq") informed the Company that it would continue to list the Company's Common Stock on The Nasdaq National Market, provided it complied with, among other things, the following public disclosure requirements: (1) On or before December 15, 1998, the Company must make a public filing with each of the Securities and Exchange Commission and Nasdaq showing an October 31, 1998 balance sheet with (a) pro forma adjustments for any significant transactions or events occurring on or before the filing date and (b) evidencing a minimum of $8.0 million in net tangible assets; and (2) On or before February 1, 1999, the Company must make a public filing with the each of the Securities and Exchange Commission and Nasdaq showing a November 30, 1998 balance sheet with (a) pro forma adjustments for any significant transactions or events occurring on or before the filing date and (b) evidencing a minimum of $14.0 million in net tangible assets. As of October 31, 1998, the Company's balance sheet showed a net deficiency of ($5,165,233). Since October 31, 1998, the following events have occurred: (1) On November 3, 1998, certain investors converted an aggregate principal amount of $536,881 of the Company's Senior Subordinated Convertible Notes due August 29, 2000 (the "Notes") into an aggregate of 545,550 shares of the Company's Common Stock (the "November Conversion"). (2) On November 7, 1998, the Company issued 747,206 shares of Common Stock to certain consultants as compensation for services rendered. (3) On December 2, 1998, the Company renegotiated the terms of an existing agreement with Lipha s.a. ("Lipha"). Under the new terms, the Company accepted a one-time up front payment of an aggregate of $2.0 million from Lipha in lieu of $6.0 million in aggregate payments due over the remaining term of the original agreement. (4) On December 4, 1998, the Company completed a private placement (the "Private Placement") of an aggregate of 4,812,071 shares of its Common Stock for aggregate proceeds of $7,218,106.50. (5) On December 10, 1998, the Company and certain institutional investors exchanged an aggregate of $4,786,225.41 (including accrued interest) of the Notes for an aggregate of 4,784 shares of the Company's Series D Convertible Preferred Stock (the "Exchange"). As a result of the November Conversion, the renegotiation with Lipha, the Private Placement and the Exchange, pro forma net tangible assets of the Company at October 31, 1998 were $8,227,873. Accordingly, the first criteria imposed by Nasdaq for the continued listing of the Company's Common Stock on The Nasdaq National Market has been satisfied. 3 Item 7. Financial Statements and Exhibits. The unaudited pro forma balance sheet as of October 31, 1998 presented below is presented as if the Company had completed the November Conversion, the renegotiation with Lipha, the Private Placement and the Exchange. This pro forma balance sheet should be read in conjunction with the Company's financial statements and the related notes thereto. The pro forma financial information is not necessarily indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative of the Company's future results. SHAMAN PHARMACEUTICALS, INC. CONDENSED BALANCE SHEETS
October 31, 1998 ---------------------------------- Actual As adjusted ------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 4,513,158 $ 13,583,158 Short-term investments 2,029,705 2,029,705 Amounts due from related parties 462,164 462,164 Prepaid expenses and other current assets 842,850 842,850 ------------- ------------- Total current assets 7,847,877 16,917,877 Property and equipment, net 3,143,413 3,143,413 Other assets 584,224 584,224 ------------- ------------- Total assets $ 11,575,514 $ 20,645,514 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY) Current liabilities: Accounts payable and other accrued expenses $ 1,460,153 $ 1,460,153 Accrued clinical trial costs 2,829,890 2,829,890 Accrued professional fees 734,230 734,230 Accrued compensation 428,158 428,158 Advances - contract research 218,750 1,218,750 Current installations of long-term obligations 2,595,620 2,566,549 ------------- ------------- Total current liabilities 8,266,801 9,237,730 Long-term obligations, excluding current installments 3,179,911 3,179,911 Senior convertible notes 5,294,035 -- Stockholders' equity (net capital deficiency): Preferred stock 515 520 Common stock 22,688 29,135 Additional paid-in capital 137,843,110 152,303,874 Deferred compensation and other adjustments (47,237) (47,237) Accumulated deficit (142,984,309) (144,058,419) ------------- ------------- Total stockholders' equity (net capital deficiency) (5,165,233) 8,227,873 ------------- ------------- Total liabilities and stockholders' equity (net capital deficiency) $ 11,575,514 $ 20,645,514 ============= =============
(c) Exhibits. The following document is filed as an exhibit to this report: 3.2 Certificate of Correction Filed to Correct a Certain Error in the Shaman Pharmaceuticals, Inc. Amended Certificate of Designation of Preferences of Series C Convertible Preferred Stock Filed in the Office of the Secretary of the State of Delaware on July 31, 1998.
4 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 thereunto duly authorized. SHAMAN PHARMACEUTICALS, INC. DATE: December 15, 1998 By: /s/ Lisa A. Conte, ------------------------------------- Lisa A. Conte, President and Chief Executive Officer 5 EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 3.2 Certificate of Correction Filed to Correct a Certain Error in the Shaman Pharmaceuticals, Inc. Amended Certificate of Designation of Preferences of Series C Convertible Preferred Stock Filed in the Office of the Secretary of the State of Delaware on July 31, 1998.
EX-3.2 2 CERTIFICATE OF CORRECTION 1 EXHIBIT 3.2 CERTIFICATE OF CORRECTION FILED TO CORRECT A CERTAIN ERROR IN THE SHAMAN PHARMACEUTICALS, INC. AMENDED CERTIFICATE OF DESIGNATION OF PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK FILED IN THE OFFICE OF THE SECRETARY OF THE STATE OF DELAWARE ON JULY 31, 1998 SHAMAN PHARMACEUTICALS, INC. a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of this corporation is Shaman Pharmaceuticals, Inc. 2. That an Amended Certificate of Designation of Preferences of Series C Convertible Preferred Stock (the "Certificate of Designation") was filed by the Secretary of State of Delaware on July 31, 1998 and that said Certificate of Designation requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware. 3. The inaccuracy or defect of said Certificate of Designation is as follows: Section 8 of the Certificate of Designation inadvertently states that each share of Series C Preferred Stock shall be entitled during the first year after the issuance thereof to one vote for each six shares held. Section 8 of the Certificate of Designation should state that each share of Series C Preferred Stock shall be entitled during the first year after the issuance thereof to six votes for each one share held. 4. Section 8 of the Certificate of Designation is hereby corrected to read as follows: SECTION 8. VOTING RIGHTS. Except as otherwise required by law or expressly provided herein, each share of Series C Preferred Stock shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single class) and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series C Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). Each share of Series C Preferred Stock shall be entitled (i) during the first year after the issuance thereof to six votes for each one share held and (ii) thereafter, to one vote for each share of Common Stock into which such share of Series C Preferred Stock is convertible on the record date for the matter to be voted upon. 2 IN WITNESS WHEREOF, this Certificate of Correction to the Amended Certificate of Designation of Preferences of Series C Convertible Preferred Stock has been signed by the President of the corporation thereunto duly authorized as of this 3rd day of December, 1998. SHAMAN PHARMACEUTICALS, INC. By /s/ Lisa A. Conte ------------------------------------- Lisa A. Conte, President and Chief Executive Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----