SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 2, 2003
(Date of Report)
(Date of Earliest Event Reported)
TARGETED GENETICS CORPORATION
(Exact Name of Registrant as Specified in Charter)
WASHINGTON 0-23930 91-1549568
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
1100 OLIVE WAY, SUITE 100, SEATTLE, WA 98101
(Address of Principal Executive Offices, Including Zip Code)
(206) 623-7612
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
1
ITEM 5. OTHER EVENTS.
On September 2, 2003, Targeted Genetics Corporation converted
approximately $9.4 million in outstanding loans and interest payable to Elan
International Services Ltd. into 5,203,244 shares of Targeted Genetics common
stock. This transaction consists of the conversion of $7.4 million in
outstanding principal and accrued interest into approximately 3.5 million shares
of common stock at a price of $2.09 per share. Targeted Genetics is also
converting approximately $2.0 million in outstanding principal and accrued
interest borrowed at various dates into approximately 1.6 million shares of
common stock at conversion prices determined at the time of the borrowing. The
notes and interest payable to Elan had a scheduled maturity in July 2005. A copy
of the press release related to this conversion is attached as Exhibit 99.1 and
is incorporated into this current report by reference.
In connection with the issuance of common stock to Elan, on September 2,
2003, Targeted Genetics entered into the Fourth Amendment to Rights Agreement
between Targeted Genetics and Mellon Investor Services LLC. This amendment
changed the ownership threshold triggering the Rights Plan from 15% to 20% with
respect to Elan. A copy of the amendment is attached as Exhibit 4.1 and is
incorporated into this current report by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Fourth Amendment to Rights Agreement between Targeted Genetics
Corporation and Mellon Investor Services LLC dated September 2, 2003
99.1 Press Release of Targeted Genetics Corporation dated September 30,
2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TARGETED GENETICS CORPORATION
Date: September 30, 2003 By: /S/ TODD E. SIMPSON
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Todd E. Simpson
Vice President, Finance and Administration
and Chief Financial Officer, Secretary
and Treasurer
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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4.1 Fourth Amendment to Rights Agreement between Targeted Genetics Corporation and Mellon
Investor Services LLC dated September 2, 2003
99.1 Press Release of Targeted Genetics Corporation dated September 30, 2003