SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
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
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27410 56-1924222
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(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
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 919-558-8688
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This Report contains, in addition to historical information, statements
by us with respect to expectations about our business and future results, which
are "forward-looking" statements under the Private Securities Litigation Reform
Act of 1995. These statements and other statements made elsewhere by us or our
representatives, which are identified or qualified by words such as "likely,"
"will," "suggests," "expects," "might," "believe," "could," "should," "may,"
"estimates," "potential," "predict," "continue," "would," "anticipates" or
"plans," or similar expressions, are based on a number of assumptions that are
subject to risks and uncertainties. Actual results could differ materially from
those currently anticipated or suggested due to a number of factors, including
those set forth herein, those set forth in our Annual Report on Form 10-K and in
our other SEC filings, and including risks relating to the need for additional
funds, dependence on collaborative partners, the early stage of products under
development, uncertainties relating to clinical trials and regulatory reviews
and competition. All forward-looking statements are based on information
available as of the date hereof, and we do not assume any obligation to update
such forward-looking statements.
Item 5. Other Events and Regulation FD Disclosure
On May 20, 2002, Incara Pharmaceuticals Corporation ("Incara")
announced that an affiliate of Elan Corporation, plc ("Elan") made an equity
investment in Incara, which will enable Incara to continue the development of
Aeolus Pharmaceuticals, Inc.'s ("Aeolus") catalytic antioxidant compounds as
adjunctive agents to cancer treatment. Aeolus is a wholly owned subsidiary of
Incara. Elan purchased 416,204 shares of Incara's Series B non-voting
convertible preferred stock ("Series B Stock"), at a common stock equivalent
price of $0.72 per share, for $3,000,000 and has agreed that it may make
additional equity investments related to this program in the future based upon
the completion of various financial and clinical milestones. Elan received an
exclusive option to negotiate commercialization or collaboration terms at a
later phase relating to catalytic antioxidants being developed by Aeolus in the
prevention and treatment of radiation-induced and chemotherapy-induced tissue
damage. Aeolus is also exploring the use of its antioxidants to protect against
the toxicity from total body irradiation such as might occur in accidental or
terrorist-related exposure to nuclear material.
Each share of Series B Stock is convertible into ten shares of Incara's
common stock. Incara has agreed to register with the Securities and Exchange
Commission, upon the demand of Elan, the shares of common stock into which the
Series B Stock is convertible. Elan does not have the right to exercise any
conversion of Series B Stock that would result in Elan owning more than 9.9% of
Incara's outstanding common stock.
Incara intends to continue to try to raise additional capital through
the sale of additional shares of stock and through collaborative arrangements.
Without additional financing or other funding, at its current spending level,
Incara would run out of cash during the fourth quarter of fiscal 2002.
Exhibit 99.1 contains a pro forma balance sheet that reflects the
effects of the sale of $3,000,000 of the Company's Series B Stock to Elan in May
2002, as if the events had taken place as of March 31, 2002. The unaudited pro
forma consolidated balance sheet is provided for informational purposes and is
not necessarily indicative of what the actual financial position would have been
had the transaction described above been completed as of March 31, 2002 and is
not indicative of future financial position.
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 10.85* Development and Option Agreement dated May 15, 2002, among
Elan Pharma International Limited, Incara Pharmaceuticals
Corporation and Aeolus Pharmaceuticals, Inc.
Exhibit 10.86 Amended and Restated Registration Rights Agreement dated as
of May 14, 2002, among Incara Pharmaceuticals Corporation,
Elan International Services, Ltd. and Elan Pharma
International Limited.
Exhibit 10.87 Amendment No. 1 to License Agreement dated May 14, 2002,
between Aeolus Pharmaceuticals, Inc. and Duke University
(amending License Agreement dated July 21, 1995).
Exhibit 10.88 Amendment No. 1 to License Agreement dated May 14, 2002,
between Aeolus Pharmaceuticals, Inc. and Duke University
(amending License Agreement dated June 25, 1998).
Exhibit 10.89 Amendment No. 1 to License Agreement dated May 14, 2002,
between Aeolus Pharmaceuticals, Inc. and National Jewish
Medical and Research Center (amending License Agreement
dated November 17, 2000).
Exhibit 99.1** Unaudited pro forma balance sheets as of March 31, 2002
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*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.
**Filed with the Form 8-K dated May 24, 2002.
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: July 3, 2002 By:
/s/ Richard W. Reichow
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Richard W. Reichow, Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)