North American Vaccine Inc – ‘8-K’ for 11/17/99

On:  Monday, 11/29/99   ·   For:  11/17/99   ·   Accession #:  898432-99-1086   ·   File #:  1-10451

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     14K 
 2: EX-99.1     Miscellaneous Exhibit                                105    354K 
 3: EX-99.2     Miscellaneous Exhibit                                 16     51K 
 4: EX-99.3     Miscellaneous Exhibit                                  2     10K 
 5: EX-99.4     Miscellaneous Exhibit                                  9     35K 
 6: EX-99.5     Miscellaneous Exhibit                                  5     19K 
 7: EX-99.6     Miscellaneous Exhibit                                  2     11K 

8-K   —   Current Report
Document Table of Contents

8-K
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  November 17, 1999            
                                       -----------------

NORTH AMERICAN VACCINE, INC.
--------------------------------------
(Exact name of registrant as specified in its charter)

Canada                        1-10451                98-0121241 
-----------------------       ---------------        ------------------ 
(State or other jurisdiction  (Commission File No.)  (IRS Employer      
of incorporation)                                  Identification No.)

       10150 Old Columbia Road Columbia, Maryland        21046
---------------------------------------------------------------------   
        (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code: (410) 309-7100
                                                    --------------

----------------------------------------------------------------------    
(Former name or former address, if changed since last report.)

                                                 Exhibit Index is on page 2.

8-K
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ITEM 5.   OTHER EVENTS.                                                         

      North American  Vaccine,  Inc. (the "Company")  signed a definitive  Share
Exchange  Agreement  dated as of  November  17,  1999 to be  acquired  by Baxter
International Inc. ("Baxter") in a taxable stock for stock transaction  pursuant
to a Plan of Arrangement  under the Canada Business  Corporations  Act valued at
approximately $390 million.  Under the Share Exchange  Agreement,  the Company's
shareholders  will  receive $7 per share,  comprised  of $6.97 of Baxter  common
stock  and  $0.03 in cash.  The  number  of  Baxter  shares  to be issued to the
Company's shareholders under the Share Exchange Agreement will be set based upon
the average  closing sale price of Baxter  common stock for the ten trading days
ending on the fifth trading day prior to consummation of the  transaction.  As a
result of signing the Share Exchange Agreement,  the Company will have available
to it a $30  million  line of credit,  $7.5  million of which has  already  been
extended, guaranteed by Baxter. As part of the transaction, Baxter has agreed to
purchase,  as promptly as practicable after the closing of the transaction,  the
Company's  outstanding 6.5% Convertible  Subordinated  Notes due May 1, 2003 and
its 4.5%  Convertible  Secured Notes due November 13, 2003 pursuant to the terms
of their respective indentures.                                                 

      The  transaction  is subject to obtaining  certain  regulatory  approvals,
including, among others, Hart-Scott-Rodino clearance, approvals under the Canada
Business  Corporations  Act relating to the proposed  transaction,  a tax ruling
from Revenue  Canada,  and U.K.  regulatory  approval of the  Company's  group C
meningococcal  conjugate  vaccine.  The  transaction  is also subject to certain
other  conditions,  including  satisfaction  of certain  production  goals,  the
nonoccurrence  of a  material  adverse  change  in  the  Company's  business  or
performance, and shareholder approval. The Company's principal shareholders have
entered into a  Shareholder  Agreement  with Baxter  pursuant to which they have
agreed to vote to approve the transaction.  The transaction is expected to close
in April 2000; however,  this is a forward looking statement and there can be no
assurance that the transaction will close at that time or at all.               

      The foregoing  summary of the Share Exchange  Agreement,  the  Shareholder
Agreement and certain  related  agreements is qualified by reference to the copy
of the  Share  Exchange  Agreement,  the  Shareholder  Agreement  and the  other
agreements  included as exhibits to this Form 8-K. The Share Exchange Agreement,
the  Shareholder  Agreement and the other  agreements are  incorporated in their
entirety in this Item 5 by reference.                                           

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.                                    

(c)    Exhibits.                                                                

99.1.  Share Exchange Agreement dated as of November 17, 1999 among Baxter, the 
Company and Neptune Acquisition Corp.                             

99.2.  Shareholder Agreement dated as of November 17, 1999 among Baxter, BioChem
    Pharma Inc. ("BioChem"), and certain other shareholders of the Company

99.3.  Warrant Termination Letter dated November 17, 1999                       

99.4.  Affiliate Letters dated November 17, 1999                                

99.5.  Stock Purchase Agreement dated November 17, 1999 between Baxter and      
BioChem                                                           

99.6.  Amendment to Loan Agreement dated November 17, 1999 among Bank of        
America, N.A., the Company and Baxter                             

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8-K
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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.                                           

      NORTH AMERICAN VACCINE, INC.

 By: /s/ Randal D. Chase
                              ----------------------------------------------
   Randal D. Chase
                         President and Chief Executive Officer

Dated:    November 29, 1999                                                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/13/03		2
		5/1/03		2
Filed on:		11/29/99		3					SC 13D
For Period End:		11/17/99		1		2
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