North American Vaccine Inc – ‘8-K’ for 6/17/99

On:  Friday, 6/25/99   ·   For:  6/17/99   ·   Accession #:  898432-99-712   ·   File #:  1-10451

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Current Report   —   Form 8-K
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 1: 8-K         Current Report                                         3     11K 

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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

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Date of Report (Date of earliest event reported):  June 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        (Zip Code)     
executive offices)                        

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

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

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ITEM 5.  OTHER EVENTS.                                                          

         On  June  17,  1999,  North  American  Vaccine,  Inc.  (the  "Company")
completed  a  transaction  under which the Company  retired  approximately  $8.4
million  of its  6.50%  convertible  subordinated  notes  (the  6.50%  Notes) in
exchange for the issuance of 550,000  shares of the Company's  Common Stock,  no
par value  ("Common  Stock").  The  calculated  value of the Common Stock in the
exchange was $15.28 per share. The Company will save  approximately  $546,000 in
annual interest charges as a result of the exchange.  The exchange was privately
negotiated with a single holder of the 6.50% Notes.                             

         The 6.50% Notes were issued in May 1996 and are convertible into Common
Stock at a  conversion  price of  approximately  $24.86 per share.  These  notes
mature  on May 1,  2003.  As of March  31,  1999,  the  principal  amount of the
outstanding 6.50% Notes was approximately $83.7 million. Following the exchange,
the principal balance of the outstanding notes was approximately  $75.3 million.
Interest on the 6.50%  Notes is payable  semi-annually  on May 1 and  November 1
each year. As of March 31, 1999,  there were  32,281,576  shares of common stock
outstanding.                                                                    

         As a result of this debt-to-equity exchange, the net adjustments to the
Company's  balance  sheet  will  reflect a  decrease  in  long-term  debt and an
increase in shareholders' equity by approximately $8.4 million. In addition, the
conversion will generate a one-time non-cash debt conversion  expense during the
second quarter of 1999 of approximately  $950,000.  The Company anticipates that
any taxable income  realized by this  transaction  will be offset by current and
pre-existing net operating losses.                                              

         In a separate matter,  the U.S.  District Court,  District of Maryland,
issued an order on June 18, 1999  dismissing  all claims filed by Sharon  Mates,
the Company's former president, against the Company, the two named directors and
affiliate, BioChem Pharma Inc.                                                  

         The lawsuit was filed by Dr. Mates in November 1998 and included claims
against  the  Company  and  two  directors  for,  among  other  things,  abusive
discharge,  defamation,  interference  with  business  relations,  and breach of
contract.  In December 1998, the Company responded by filing a motion to dismiss
seeking a court order dismissing all claims on the basis that the allegations in
the complaint are not recognizable under applicable law.                        

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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 Chase
                                          --------------------------------------
                         Randal Chase, Ph.D.
                                           Chief Executive Officer and President

Dated:    June 24, 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
		5/1/03		2
Filed on:		6/25/99
		6/24/99		3
		6/18/99		2
For Period End:		6/17/99		1		2
		3/31/99		2					10-Q
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