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
Date of Report (Date of earliest event reported): DECEMBER 9, 2002
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TRIANGLE PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-21589 56-1930728
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(State or other jurisdiction (Commission: File Number) (IRS Employer
of incorporation) Identification
Number)
4 University Place, 4611 University Drive, Durham, North Carolina 27707
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 493-5980
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On December 3, 2002, Triangle Pharmaceuticals, Inc. (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Gilead Sciences, Inc. ("Gilead") and Simbolo Acquisition Sub, Inc., a wholly
owned subsidiary of Gilead. The execution of the Merger Agreement was
reported on the Company's Form 8-K filed with the Securities and Exchange
Commission on December 4, 2002 (the "Prior 8-K").
The Prior 8-K outlined the terms of a $50 million loan, evidenced by a
7.50% Convertible Promissory Note (the "Note"), to be provided to the Company by
Gilead in connection with the Merger Agreement and the terms of a related
Investor Rights Agreement to be entered into between the Company and Gilead (the
"Investor Rights Agreement," and together with the Note, the "Financing
Documents"). On December 9, 2002, Gilead and the Company executed the Financing
Documents and Gilead funded the full amount of the loan.
The Note and the Investor Rights Agreement are attached hereto as
Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference in
their entirety. The foregoing descriptions of the Note and the Investor Rights
Agreement are not complete and we urge you to read the full text of the
agreements.
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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2.1 7.50% Convertible Promissory Note,
dated as of December 9, 2002 by and
between Gilead Sciences, Inc. and
Triangle Pharmaceuticals, Inc.
2.2 Investor Rights Agreement, dated as
of December 9, 2002 by and between
Gilead Sciences, Inc. and Triangle
Pharmaceuticals, Inc.
SIGNATURES
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.
Date: December 10, 2002
TRIANGLE PHARMACEUTICALS, INC.
By: /s/ R. ANDREW FINKLE
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Name: R. Andrew Finkle
Title: Executive Vice President and
General Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 7.50% Convertible Promissory Note, dated as
of December 9, 2002 by and between Gilead
Sciences, Inc. and Triangle Pharmaceuticals,
Inc.
2.2 Investor Rights Agreement, dated as of
December 9, 2002 by and between Gilead
Sciences, Inc. and Triangle Pharmaceuticals,
Inc.