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UNITED STATES
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): January 8, 2004
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SIGA Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23047 13-3864870
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(State or other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
420 Lexington Avenue, Suite 601
New York, New York 10170
(Address of Principal Executive Offices)
(Zip Code)
(212) 672-9100
(Registrant's telephone number, including area code)
ITEM 5. Other Events and Required FD Disclosure
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On January 8, 2004, MacAndrews & Forbes Holdings Inc., a corporation
wholly-owned by Ronald O. Perelman ("MacAndrews & Forbes"), and its affiliate,
TransTech Pharma, Inc., a privately held drug discovery company ("TransTech
Pharma"), completed the final portion of their $10,000,000 investment in SIGA
Technologies, Inc., a Delaware corporation ("SIGA"), following the approval of
SIGA's stockholders at a meeting held on January 8, 2004.
Immediately following the SIGA stockholders' meeting, with funds
MacAndrews & Forbes obtained from cash on hand, MacAndrews & Forbes invested
$1,840,595 in SIGA in exchange for 1,278,191 shares of common stock, par value
$.0001 per share, of SIGA ("Common Stock") at a price of $1.44 per share, and
warrants to purchase up to an additional 639,095 shares of Common Stock at an
exercise price of $2.00 per share; and with funds TransTech Pharma obtained from
the proceeds of a private placement of its equity securities, TransTech Pharma
invested $5,000,000 in SIGA in exchange for 3,472,222 shares of Common Stock and
warrants to purchase up to an additional 1,736,111 shares of Common Stock on the
same terms.
As previously announced, on August 13, 2003, MacAndrews & Forbes invested
$1,000,000 in SIGA in exchange for 694,444 shares of Common Stock at a price of
$1.44 per share and warrants to purchase an additional 347,222 shares of SIGA
Common Stock at an exercise price of $2.00 per share. On October 8, 2003,
MacAndrews & Forbes invested $2,159,405 in SIGA in exchange for 1,499,587 shares
of Common Stock at a price of $1.44 per share and warrants to purchase up to an
additional 749,794 shares of Common Stock at an exercise price of $2.00 per
share.
At the SIGA stockholders' meeting, SIGA's stockholders approved the
portions of the $10,000,000 investment that required stockholder approval under
the rules of the National Association of Securities Dealers, Inc. As a result of
the investment, the shares of Common Stock MacAndrews & Forbes and TransTech
Pharma may be deemed to beneficially own represent, in the aggregate,
approximately 42.7% of the issued and outstanding shares of Common Stock as of
January 8, 2004.
SIGA anticipates using funds from the investments described herein for
research and development, the pursuit of growth opportunities and general
corporate purposes.
Also on January 8, 2004, in accordance with the terms of the
investment, Paul G. Savas and Adnan M. M. Mjalli, Ph.D., the respective
designees of MacAndrews & Forbes and TransTech Pharma, were appointed to
serve on SIGA's board of directors.
For a description of the events reported pursuant to this Form 8-K,
reference is made to the press release issued by SIGA on January 8, 2004, the
text of which is attached hereto as Exhibit 99.1.
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ITEM 7. Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Description
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99.1 Press Release dated January 8, 2004.
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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.
SIGA TECHNOLOGIES, INC.
By: /s/ Thomas N. Konatich
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Thomas N. Konatich
Acting Chief Executive Officer and
Chief Financial Officer
Date: January 13, 2004
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated January 8, 2004.
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Exhibit 99.1
Contact: Investor Contact:
Thomas N. Konatich Dianne Will
SIGA Technologies, Inc. Willstar Consultants, Inc.
CFO & Acting CEO (518) 398-6222
(212) 672-9100 dwill@willstar.net
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MacAndrews & Forbes and TransTech Pharma Complete
$10,000,000 Investment in SIGA Following Stockholder Approval
NEW YORK, January 8, 2004 -- SIGA Technologies, Inc. (NASDAQ: SIGA and
FRANKFURT: SGW 919 473), a biopharmaceuticals company developing products for
the prevention and treatment of serious infectious diseases, including products
for use against biological warfare agents such as smallpox, announced today that
MacAndrews & Forbes Holdings Inc., a corporation wholly-owned by Ronald O.
Perelman, and TransTech Pharma, Inc., a privately held drug discovery company,
have funded the final portion of their $10,000,000 investment in SIGA following
the approval by SIGA's stockholders at today's meeting.
Immediately following the SIGA stockholders' meeting, MacAndrews & Forbes
invested $1,840,595 in SIGA in exchange for 1,278,191 shares of SIGA common
stock at a price of $1.44 per share and warrants to purchase up to an additional
639,095 shares of SIGA common stock at an exercise price of $2.00 per share; and
TransTech Pharma invested $5,000,000 in SIGA in exchange for 3,472,222 shares of
SIGA common stock and warrants to purchase up to an additional 1,736,111 shares
of SIGA common stock on the same terms.
SIGA anticipates using funds from these investments for research and
development, the pursuit of growth opportunities and general corporate purposes.
SIGA and TransTech Pharma are parties to a drug discovery collaboration
agreement.
Also on January 8, 2004, in accordance with the terms of the investment, Paul G.
Savas and Adnan M. M. Mjalli, Ph.D., the respective designees of MacAndrews &
Forbes and TransTech Pharma, were appointed to serve on SIGA's board of
directors.
As previously announced, on August 13, 2003, MacAndrews & Forbes invested
$1,000,000 in SIGA in exchange for 694,444 shares of SIGA common stock at a
price of $1.44 per share and warrants to purchase an additional 347,222 shares
of SIGA common stock at an exercise price of $2.00 per share. On October 8,
2003, MacAndrews & Forbes invested $2,159,405 in SIGA in exchange for 1,499,587
shares of SIGA common stock at a price of $1.44 per share and
warrants to purchase up to an additional 749,794 shares of SIGA common stock at
an exercise price of $2.00 per share.
The members of SIGA's board of directors who are not affiliated with MacAndrews
& Forbes separately considered and approved the purchase agreement and the
transactions contemplated thereby.
About SIGA Technologies, Inc.
SIGA Technologies is applying bacterial genomics in the design and development
of novel products for the prevention and treatment of serious infectious
diseases, with an emphasis on products for biological warfare defense. SIGA has
the potential of becoming a significant force in the discovery of vaccine and
pharmaceutical agents to fight emerging pathogens. SIGA's product development
programs emphasize the increasingly serious problem of drug resistant bacteria
and emerging pathogens. SIGA's vaccine and drug platforms are based on its
pioneering research into the structure, function and processing of bacterial
surface proteins. For more information about SIGA, please visit SIGA's Web site
at www.siga.com.
About TransTech Pharma, Inc.
TransTech Pharma is a privately held drug discovery and development company
employing approximately 70 people. TransTech Pharma's high-throughput drug
discovery platform, TTP Translational Technology(R), translates the wealth of
information from genomics and proteomics into novel and effective small
molecules as therapeutics. In addition to its collaboration with SIGA, TransTech
Pharma has multi-year, multi-target drug discovery collaborations with Novo
Nordisk A/S and Cephalon, Inc., both of which have an equity position in
TransTech Pharma. In addition,TransTech Pharma is committed to the continued
development of its own pre-clinical and clinical pipeline of small molecule drug
candidates. For more information about TransTech Pharma, please visit TransTech
Pharma's Web site at www.ttpharma.com.
This news release contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the efficacy and intended use of SIGA's technologies under
development. Forward-looking statements are based on management's estimates,
assumptions and projections, and are subject to uncertainties, many of which are
beyond the control of SIGA. Actual results may differ materially from those
anticipated in any forward-looking statement. Factors which may cause such
differences include the risks: that potential products that appeared promising
to SIGA or its collaborators in early research or clinical trials do not
demonstrate efficacy or safety in subsequent pre-clinical or clinical trials and
that SIGA or its collaborators will not obtain appropriate or necessary
government approvals to market products tested in such trials.
More detailed information about SIGA and the factors discussed above is set
forth in SIGA's filings with the Commission, including SIGA's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002, as amended, and in other
documents that SIGA has filed with the Commission. Investors and security
holders are urged to read those documents free of charge at the Commission's Web
site at www.sec.gov. Those documents may also be obtained free of charge from
SIGA. SIGA does not undertake to publicly update or revise its forward-looking
statements as a result of new information, future events or otherwise.