filed today.....
Pursuant to a memorandum of understanding between the Reporting
Person and the Company entered into on August 3, 2000 (the "MOU"), the parties
agreed to restructure the scope and terms of the collaboration agreement between
the parties for a five year period commencing January 1, 2001. As part of the
MOU, the Warrants were amended to permit the cashless exercise thereof - that
is, the Reporting Person, in lieu of exercising the Warrants for cash, would
instead be permitted to tender shares of Common Stock for the exercise price of
the Warrants and surrender the Warrants with no cash payment and receive in
exchange shares of Common Stock equal in current market value to the excess of
the current market value of the shares of Common Stock covered by the Warrants
over the exercise price of the Warrants. The current market value is the average
trading price of the Company's Common Stock over the 30 trading days commencing
33 trading days preceding the date of exercise. On August 3, 2000, following the
amendment to the Warrant Agreement as described above, the Reporting Person
exercised all of the Warrants pursuant to the cashless exercise provisions and
received in exchange therefor 938,875 shares of Common Stock, based on the
current market value of $28.00 per share.
Also, as part of the MOU, the Reporting Person agreed not to sell any
shares of Common Stock of the Company until the earliest of (i) December 31,
2000; (ii) the date on which the Company enters into an agreement with a third
party or parties in which the Company receives at least $50 million in committed
capital to the Company; and (iii) a public offering of Common Stock of the
Company. After the expiration of this restriction, the Reporting Person may sell
some or all of its share of Common Stock at any time. Any decision by the
Reporting Person as to the sale of such shares after the expiration of this
restriction will depend on prevailing market conditions, the Reporting Person's
view of the prospects of the Company and other factors.
Total interest was 19.7%. |
