================================================================================
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): August 21, 2002
BioMarin Pharmaceutical Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-26727 68-0397820
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
371 Bel Marin Keys Boulevard, Suite 210, Novato, California 94949
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 884-6700
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
Item 2. Acquisition or Disposition of Assets.
On August 21, 2002, BioMarin Pharmaceutical Inc. (the "Registrant")
completed its acquisition of all of the outstanding shares of Glyko Biomedical
Ltd. ("Glyko") pursuant to the Acquisition Agreement for a Plan of Arrangement,
dated as of February 6, 2002 and as amended by the Amending Agreement dated as
of May 16, 2002 (as amended, the "Agreement"), among the Registrant, BioMarin
Acquisition (Nova Scotia) Company, an indirect wholly owned subsidiary of the
Registrant, and Glyko.
Pursuant to the terms of the Agreement each holder of Glyko common shares
received 0.3309 of a share of the Registrant's common stock in exchange for each
Glyko common share held. The Registrant issued approximately, but not more than,
11,367,617 shares of its common stock in order to consummate the exchange of
shares.
Glyko has no operating activities or operational employees. Glyko's only
significant asset, other than cash, and cash equivalents, is its approximate 21%
ownership interest in the Registrant.
On August 23, 2002, the Registrant filed with the Secretary of State of
Delaware a Certificate of Designation establishing the Series A Preferred Stock
of the Registrant. Following the closing of the acquisition of Glyko, Registrant
exchanged the 11,367,617 shares of its stock owned by Glyko for shares of Series
A Preferred Stock and cancelled such 11,367,617 shares of common stock. As a
result of the transaction, Glyko is now an indirect, wholly owned subsidiary of
BioMarin and the shares of BioMarin previously held by Glyko have been retired,
with the number of outstanding shares of BioMarin's common stock remaining the
same.
Erich Sager and Gwynn Williams, directors of the Registrant, collectively
owned or controlled approximately 8.3% of the Glyko common shares and, on the
basis of such holdings, are entitled to beneficially receive approximately 3,309
shares and 942,564 shares of the Registrant's common stock, respectively. In
addition, Erich Sager held options to acquire 12,500 Glyko common shares and
such option was exchanged for options to purchase approximately 4,136 shares of
the Registrant's common stock.
The Registrant's press release issued on August 22, 2002 is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial information required by this Item 7(a) has not
been included with this filing and will be filed by amendment to this Form 8-K
not later than 60 days after the date this initial report on Form 8-K must be
filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 7(b)
has not been included with this filing and will be filed by amendment to this
Form 8-K not later than 60 days after the date this initial report on Form 8-K
must be filed.
(c) Exhibits.
2.1 Acquisition Agreement for a Plan of Arrangement,
dated as of February 6, 2002, among BioMarin
Pharmaceutical Inc., BioMarin Acquisition (Nova
Scotia) Company, and Glyko Biomedical Ltd.,
previously filed on April 1, 2002 as Exhibit 2.5 to
the Registrant's Form 10-K, which is incorporated
herein by reference.
2.2 Amending Agreement, dated as of May 16, 2002, among
BioMarin Pharmaceutical Inc., BioMarin Acquisition
(Nova Scotia) Company and Glyko Biomedical Ltd.
99.1 Press Release of the Registrant dated August 22, 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 hereunto duly authorized.
BioMarin Pharmaceutical Inc.,
a Delaware corporation
Date: August 23, 2002 By: /s/ Louis Drapeau
-----------------------------------
Louis Drapeau
Chief Financial Officer and Secretary
EXHIBIT INDEX
Exhibit No. Description
2.1 Acquisition Agreement for a Plan of Arrangement,
dated as of February 6, 2002, among BioMarin
Pharmaceutical Inc., BioMarin Acquisition (Nova
Scotia) Company, and Glyko Biomedical Ltd.,
previously filed on April 1, 2002 as Exhibit 2.5 to
the Registrant's Form 10-K, which is incorporated
herein by reference.
2.2 Amending Agreement, dated as of May 16, 2002, among
BioMarin Pharmaceutical Inc., BioMarin Acquisition
(Nova Scotia) Company and Glyko Biomedical Ltd.
99.1 Press Release of the Registrant dated August 22, 2002.