8-K: Current report filing
Published on
UNITED STATES
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 31, 1999
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SONUS PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-26866 95-4343413
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
22026 20th Avenue, S.E., Bothell, Washington 98021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (425) 487-9500
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 5
Exhibit Index on Page 5
ITEMS 1 THROUGH 4, 6, 8 AND 9 ARE NOT APPLICABLE.
ITEM 5 OTHER EVENTS.
On January 31, 1999, SONUS Pharmaceuticals, Inc. (the "Company") and
Abbott Laboratories and its affiliate, Abbott International, Ltd. (collectively
"Abbott") entered into amendments to the marketing and distribution agreements
that were originally entered into on May 14, 1996 and October 1, 1996 (the
"Amendments").
Concurrently with the execution and delivery of the Amendments, the
Company and Abbott entered into a Securities Purchase Agreement, pursuant to
which the Company and Abbott have agreed, among other things, that the Company
will issue shares of its common stock to Abbott in the event the Company
requests early payment of certain milestone payments according to the
Amendments.
Reference is made to the press release issued to the public by the
registrant on February 1, 1999, the text of which is attached hereto as Exhibit
99.1, for a description of the events reported pursuant to this Form 8-K.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
10.33 First Amendment to Agreement by and Between Abbott
Laboratories and SONUS Pharmaceuticals, Inc. dated January
31, 1999.*
10.34 First Amendment to International License Agreement by and
Between Abbott International, Ltd. and SONUS
Pharmaceuticals, Inc. dated January 31, 1999.*
</TABLE>
Page 2 of 5
<TABLE>
<S> <C>
10.35 Securities Purchase Agreement between Abbott Laboratories
and SONUS Pharmaceuticals, Inc. dated January 31, 1999.*
99.1 Press Release dated February 1, 1999.
</TABLE>
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*Confidential portions have been omitted and filed separately with the
Commission.
Page 3 of 5
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.
SONUS PHARMACEUTICALS, INC.
Date: February 3, 1999 By: /s/ Gregory Sessler
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Gregory Sessler
Chief Financial Officer
Page 4 of 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
10.33 First Amendment to Agreement by and Between Abbott
Laboratories and SONUS Pharmaceuticals, Inc. dated January 31,
1999.*
10.34 First Amendment to International License Agreement by and
Between Abbott International, Ltd. and SONUS Pharmaceuticals,
Inc. dated January 31, 1999.*
10.35 Securities Purchase Agreement between Abbott Laboratories and
SONUS Pharmaceuticals, Inc. dated January 31, 1999.*
99.1 Press Release dated February 1, 1999.
</TABLE>
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*Confidential portions have been omitted and filed separately with the
Commission.
Page 5 of 5