North American Vaccine Inc – ‘8-K’ for 3/30/00

On:  Tuesday, 5/9/00, at 4:59pm ET   ·   For:  3/30/00   ·   Accession #:  898432-0-383   ·   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                                         4     21K 
 2: EX-99.1     Miscellaneous Exhibit                                  1      9K 
11: EX-99.10    Miscellaneous Exhibit                                  2     12K 
12: EX-99.11    Miscellaneous Exhibit                                 19     58K 
13: EX-99.12    Miscellaneous Exhibit                                  2     13K 
 3: EX-99.2     Miscellaneous Exhibit                                  2     12K 
 4: EX-99.3     Miscellaneous Exhibit                                  1     10K 
 5: EX-99.4     Miscellaneous Exhibit                                  1     10K 
 6: EX-99.5     Miscellaneous Exhibit                                  1      9K 
 7: EX-99.6     Miscellaneous Exhibit                                  1      9K 
 8: EX-99.7     Miscellaneous Exhibit                                  1      9K 
 9: EX-99.8     Miscellaneous Exhibit                                 41    131K 
10: EX-99.9     Miscellaneous Exhibit                                  7     13K 

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):       March 30, 2000          
                                              ------------------------

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.                                                       

      On March 30, 2000, North American Vaccine,  Inc. (the "Company") settled a
lawsuit brought by Sharon Mates,  the Company's former  President,  and issued a
press release announcing the settlement.  The March 30 press release is attached
hereto as Exhibit 99.1.                                                         

      On March 31 and April 7, 10, 12,  14, and 17,  2000,  the  Company  issued
press releases regarding the status of its acquisition by Baxter  International,
Inc.  ("Baxter")  and  extensions of the maturity  date of the Company's  credit
facility  with the Bank of America,  N.A.  The March 31 and April 7, 10, 12, 14,
and 17 press releases are attached hereto as Exhibits 99.2,  99.3,  99.4,  99.5,
99.6, and 99.7, respectively.                                                   

      The Company signed  Amendment No. 1 to the Share Exchange  Agreement dated
as of April 17,  2000 which  amends  the Share  Exchange  Agreement  dated as of
November 17, 1999. Under the terms of the Share Exchange Agreement,  as amended,
the Company's  shareholders will receive $6.73 per share,  comprised of $6.70 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,  as amended,
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.                                                                

      The transaction  continues to be subject to obtaining  certain  regulatory
approvals,   including,  among  others,  approvals  under  the  Canada  Business
Corporations  Act  relating  to the  proposed  transaction  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,  as amended,
with  Baxter  pursuant  to  which  they  have  agreed  to  vote to  approve  the
transaction.  The transaction is expected to close in June, 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.  NAVA has  failed  to  satisfy
certain  conditions to closing.  Therefore,  Baxter has the option,  but not the
obligation to complete the transaction.                                         

      The Company also signed an Assignment,  Acceptance and Amendment Agreement
dated as of April 17, 2000,  which,  among other things,  provides for up to $45
million in funding for the Company  operations  provided by BioChem  Pharma Inc.
("BioChem")  and Dr. Phillip Frost ("New  Financing").  This financing  includes
BioChem assuming the  approximately  $20 million utilized by the Company under a
line of credit provided by Bank of America,  N.A. and guaranteed by Baxter.  The
terms of the New Financing include,  among other things, a maturity date of June
30,  2000,  a rate of  interest  equal to 15% per annum on the unpaid  principal
amount of each loan under the New  Financing,  a deferred  funding  fee of up to
$11,250,000, a commitment fee of $50,000, and the release of Baxter as guarantor
of the financing.                                                               

      The foregoing  summary of the Share Exchange  Agreement,  as amended,  the
Shareholder  Agreement,  as amended, and certain related agreements is qualified
by  reference  to the copy of the Share  Exchange  Agreement,  as  amended,  the
Shareholder Agreement, as amended, and the other agreements included as exhibits
9 through 99.11 to this Form 8-K. The Share Exchange  Agreement,  as amended,   
the Shareholder Agreement, as amended, and the other agreements are incorporated
in their entirety in this Item 5 by reference.                                  

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      On April 17, 2000,  the Company  issued a second press  release  regarding
modification of the Share Exchange  Agreement between the Company and Baxter and
establishment  of a new credit  facility.  The second April 17 press  release is
attached hereto as Exhibit 99.12.                                               

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.                                  

99.1.       Press release, dated March 30, 2000.                                

99.2.       Press release, dated March 31, 2000.                                

99.3.       Press release, dated April 7, 2000.                                 

99.4.       Press release, dated April 10, 2000                                 

99.5.       Press release, dated April 12, 2000.                                

99.6.       Press release, dated April 14, 2000.                                

99.7.       Press release No. 1, dated April 17, 2000.                          

99.8.       Amendment No. 1 to Share  Exchange  Agreement  dated as of April 17,
2000.                                                   

99.9.       Amendment No. 1 to Shareholder Agreement dated as of April 17, 2000,
            among  Baxter,  BioChem,  and  certain  other  shareholders  of  the
Company.                                                

99.10.      Amended and  Restated  Warrant  Termination  Letter  dated April 17,
2000.                                                   

99.11.      Assignment, Acceptance and Amendment Agreement dated as of April 17,
            2000 among the Bank of America, N.A., BioChem, the Company,  Baxter,
and Dr. Phillip Frost.                                  

99.12.      Press release No. 2, dated April 17, 2000.                          

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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/ Lawrence J. Hineline  
          ------------------------------
   Vice President, Finance

Dated:  May 9, 2000                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		6/30/00		2
Filed on:		5/9/00		4
		4/17/00		2		3
		4/14/00		3
		4/12/00		3
		4/10/00		3
		4/7/00		3
		3/31/00		3					10-Q
For Period End:		3/30/00		1		3			10-K
		11/17/99		2					8-K
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