Keravision Inc/DE – ‘8-K’ for 5/28/99

On:  Friday, 6/11/99   ·   For:  5/28/99   ·   Accession #:  946154-99-17   ·   File #:  0-26316

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     13K 
 2: EX-99.1     News Release Dated 6/3/1999                            2±     9K 

8-K   —   Current Report
Document Table of Contents

8-K
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                                                   Total Number of Pages:  3
                                                                          --

UNITED STATES 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: May 28, 1999    

Commission File Number:  0-26208

================================================================================

KERAVISION, INC.

(Exact name of Registrant as specified in its Charter)

DELAWARE                                               77-0328942     
(State of Incorporation)                                 (I.R.S. Employer       
                                                   Identification No.)

48630 MILMONT DRIVE 
FREMONT, CA  94538
(Address of principal executive offices)

(510) 353-3000
(Registrant's telephone number) 

8-K
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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS                                   

Transcend Therapeutics, Inc. Transaction                                        

On May 28, 1999, pursuant to an Agreement and Plan of           
Reorganization dated as of December 22, 1998 (the "Merger Agreement"),          
by and among Keravision, Inc., a Delaware corporation ("KeraVision" or          
the "Company"), KVTT Acquisition Corporation, a Delaware corporation            
and wholly-owned subsidiary of the Company ("KVTT") and Transcend               
Therapeutics, Inc., a Delaware corporation ("Transcend"), the Company           
acquired all of the capital stock of Transcend (the "Merger").                  
Pursuant to the Merger Agreement, KVTT merged with and into Transcend,          
the separate corporate existence of KVTT ceased and Transcend survived          
as a wholly owned subsidiary of the Company. Transcend's only material          
asset is a net cash balance of approximately $8.4 million.                      

Pursuant to the terms of the Merger Agreement, at the effective 
time of the Merger, each outstanding share of Transcend common stock was        
converted into the right to receive approximately 0.16486 shares of             
KeraVision common stock (the "Merger Shares").  Transcend stockholders          
received approximately 980,000 shares of KeraVision common stock.  The          
exchange ratio formula consisted of a four-step calculation: determining        
Transcend's net cash; adding a premium to Transcend's net cash; dividing        
by the number of outstanding shares of Transcend common stock; and              
dividing by the per-share value of the KeraVision common stock.  The            
exchange ratio formula involved three variables: the average closing            
price of KeraVision's common stock over the ten trading days ending             
three trading days before the close of the merger; Transcend's net cash;        
and the number of shares of Transcend common stock outstanding when the         
merger occurred.  All options and warrants to purchase shares of                
Transcend common stock were canceled at the effective time of the               
Merger.  The Merger Shares are registered under the Securities Act of           
1933 on a registration statement on Form S-4.                                   

Prior to this transaction, the Sprout Group and affiliated      
entities beneficially owned approximately six percent of the outstanding        
Transcend common stock and approximately 11 percent of the outstanding          
KeraVision common stock.  Philippe Chambon, one of Transcend's directors and    
a general partner of the Sprout Group, abstained from voting as a director      
on the Merger and the Merger Agreement.                                         

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ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.              

(a)     Financial Statements of Business Acquired.                              

It is impractical to provide the required financial statements at               
the time of the filing of this report.  The required financial                  
statements for the acquired business will be filed as an amendment to           
this Form 8-K within 60 days.                                                   

(b)     Pro Forma Financial Information.                                        

It is impractical to provide the required pro forma information at              
the time of the filing of this report.  The required pro forma                  
information will be filed as an amendment to this Form 8-K within 60            
days                                                                            

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 thereunto duly authorized.                                          

        KERAVISION, INC.

                 /s/  Mark Fischer-Colbrie
               -----------------------
            Mark Fischer-Colbrie
                   Vice President, Finance and
                          Administration and Chief Financial
                       Officer(Principal Financial and
           Accounting Officer)

Date:  June 11, 1999                                                            

8-K
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EXHIBIT INDEX     

Exhibit                                                                     
No.                                Description                          
--------           ----------------------------------------------------     
2.1               Agreement and Plan of Reorganization by and             
  among KeraVision, Inc., KVTT Acquisition
       Corporation and Transcend Therapeutics, Inc.,
         dated as of December 22, 1998 (filed as Annex A
              contained in the Company's registration statement on
Form S-4 (File No. 333-77583) and     
incorporated herein by reference)     

99.1               Keravision, Inc. News Release dated June 6, 1999         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/11/99		4
		6/6/99		5
For Period End:		5/28/99		1		2			8-K/A
		12/22/98		2		5
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