SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported) May 20, 2002 INCARA PHARMACEUTICALS CORPORATION ---------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware -------------------------------------- (State or other jurisdiction of incorporation) 0-27410 56-1924222 ---------------------------------- -------------------------------------- (Commission File Number) (I.R.S. Employer Identification Number) P.O. Box 14287 79 T.W. Alexander Drive 4401 Research Commons, Suite 200 Research Triangle Park, NC 27709 -------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code 919-558-8688 --------------------------- Item 7. Financial Statements and Exhibits ------------------------------------------ (a) Exhibits Exhibit 10.84* Securities Purchase Agreement dated as of May 15, 2002, among Incara Pharmaceuticals Corporation, Aeolus Pharmaceuticals, Inc., Elan Pharma International Limited and Elan International Services, Ltd. Exhibit 99.1 Unaudited pro forma balance sheets as of March 31, 2002 ______________ *Incara Pharmaceuticals has requested confidential treatment with respect to portions of this exhibit. Such portions have been omitted from this exhibit and have been filed separately with the United States Securities and Exchange Commission. 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. INCARA PHARMACEUTICALS CORPORATION Date: May 24, 2002 By: /s/ Richard W. Reichow ---------------------------------------------- Richard W. Reichow, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 2