FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September, 2002
AETERNA LABORATORIES INC.
---------------------------
(Translation of registrant's name into English)
1405, boul. du Parc-Technologique
Quebec, Quebec
Canada, G1P 4P5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F X
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
1. Press Release of September 18, 2002 -AEterna Details 1
Contractual Arrangements Between Shareholders with Respect
to the S&P/TSX Composite Index
PRESS RELEASE
FOR IMMEDIATE RELEASE
AEterna Details Contractual Arrangements
Between Shareholders with Respect to the S&P/TSX Composite Index
QUEBEC CITY, QUEBEC, SEPTEMBER 18, 2002 - AEterna Laboratories Inc. (TSX: AEL;
Nasdaq: AELA) wishes to confirm that, with respect to shareholders' contractual
arrangements entered into in connection with the $55 million private placement
transaction completed on April 9, 2002, there is no control block, voting group,
single shareholder or combination of related shareholders holding more than 20%
of AEterna's outstanding subordinate voting shares. Therefore, in AEterna's
view, 100% of AEterna's outstanding subordinate voting shares should be
considered as its float for the purposes of the S&P/TSX Composite Index.
As part of the private placement transaction, Dr. Eric Dupont, Chairman and CEO
of AEterna, in his capacity as a shareholder of AEterna, entered into an
agreement with SGF Sante under which he agreed not to take certain corporate
actions without the prior written consent of SGF Sante, among them modifications
to the articles and by-laws of AEterna, the relocation of AEterna's principal
place of business outside of Quebec, a material change to the nature of
AEterna's business, a sale of all or substantially all of the assets of AEterna,
and any corporate reorganizations involving AEterna. Under the terms of the SGF
Sante agreement, Dr. Dupont also agreed to vote all equity shares held by him in
favour of an SGF Sante nominee to the board of directors of AEterna, which is
currently composed of 8 members, and to select jointly with SGF Sante an
additional candidate for AEterna`s board at the annual meeting to be held in
2003. At no time did SGF Sante or Dr. Dupont agree, directly or indirectly, to
vote their shares in AEterna together, to consult with one another prior to
exercising such voting rights or to give instructions to one another as to how
their respective shares should be voted.
Concurrently with the entering into of the SGF Sante agreement, Dr. Dupont
entered into a separate, stand-alone agreement with Solidarity Fund QFL,
pursuant to which he agreed not to relocate AEterna's principal place of
business outside of Quebec without the prior consent of Solidarity Fund. Under
this agreement, the consent of Solidarity Fund is not required with respect to
any other corporate matters involving AEterna. In addition, this agreement, does
not afford Solidarity Fund the right to appoint a nominee to the board of
directors of
AEterna, nor does it provide Solidarity Fund with any voting rights with respect
to AEterna.
Solidarity Fund is not a party to the SGF Sante agreement, and SGF Sante is not
a party to the Solidarity Fund agreement. There are no agreements or
arrangements between SGF Sante and Solidarity Fund concerning the manner in
which either of them will exercise the rights conferred to them under their
respective agreements. AEterna is not a party to either agreement.
AEterna therefore wishes to confirm that, with respect to the contractual
arrangements entered into in connection with the private placement transaction,
there are no voting arrangements among SGF Sante, Solidarity Fund and Dr. Dupont
as a group.
As at August 30, 2002, SGF Sante beneficially owned 5,333,334 subordinate voting
shares of AEterna (representing 14.98% of the issued and outstanding subordinate
voting shares of AEterna), Solidarity Fund beneficially owned 4,996,525
subordinate voting shares (representing 14.04% of the outstanding subordinate
voting shares) and Dr. Dupont beneficially owned 151,200 subordinate voting
shares (representing 0.42% of the outstanding subordinate voting shares).
Moreover, Dr. Dupont is the beneficial owner of 4,850,623 multiple voting shares
of AEterna.
ABOUT AETERNA AND NEOVASTAT
AEterna is a Canadian biopharmaceutical company and a frontrunner in the
development of angiogenesis inhibitor, primarily in oncology.
Neovastat is currently undergoing two Phase III clinical trials for the
treatment of lung and kidney cancer and one Phase II trial for the treatment of
multiple myeloma, a form of blood cancer. These trials are currently being held
in more than 140 clinical institutions in Canada, the U.S. and in several
European countries.
Atrium Biotechnologies Inc., a 64% owned subsidiary of AEterna Laboratories,
develops and markets nutritional supplements as well as active ingredients and
fine chemicals intended for the cosmetics, fine chemicals, pharmaceutical, fine
chemical and nutritional industries. The Company markets over 500 products in 20
countries to industry leaders such as Estee Lauder, L'Oreal, Clarins, Chanel,
Aventis, SanofiSynthelabo and Nestle.
AEterna shares are listed on the Toronto Stock Exchange (AEL) and the Nasdaq
National Market (AELA).
News releases and additional information about AEterna are available on its Web
site at www.aeterna.com.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements, which are made pursuant
to the safe harbor provisions of the U.S. Securities Litigation Reform Act of
1995. Forward-looking statements involve known and unknown risks and
uncertainties which could cause the Company's actual results to differ
materially from those in the forward-looking statements. Such risks and
uncertainties include, among others, the availability of funds and resources to
pursue R&D projects, the successful and timely completion of clinical studies,
the ability of the Company to take advantage of the business opportunities in
the pharmaceutical industry, uncertainties related to the regulatory process and
general changes in economic conditions. Investors should consult the Company's
ongoing quarterly and annual filings with the Canadian and U.S. securities
commissions for additional information on risks and uncertainties relating to
the forward-looking statements. Investors are cautioned not to rely on these
forward-looking statements. The Company does not undertake to update these
forward-looking statements.
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CANADA
Media Relations: Investor Relations:
Paul Burroughs Jacques Raymond
Tel.: (418) 652-8525 ext. 406 Tel.: (418) 652-8525 ext. 360
Fax: (418) 577-7700 Fax: (418) 577-7700
E-mail: paul.burroughs@aeterna.com E-mail: jacques.raymond@aeterna.com
USA
The Investor Relations Group
Lisa Lindberg
Tel.: (212) 825-3210
Fax: (212) 825-3229
E-mail: TheProTeam@aol.com
SIGNATURE
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.
AETERNA LABORATORIES INC.
Date: September 18, 2002 By: /s/Claude Vadboncoeur
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Claude Vadboncoeur
Vice President, Legal Affairs and
Corporate Secretary