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):
December 22, 2005
(Exact
name of registrant as specified in its charter)
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Delaware
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0-17085
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95-3698422
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(State
of other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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14272
Franklin Avenue, Tustin, California 92780
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code: (714)
508-6000
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425).
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Soliciting
material pursuant to Rule 14A-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry
Into a Material Definitive Agreement.
On
December 22, 2005, we entered into a First Amendment to Lease and Agreement
of
Lease (this “First Amendment”) with TNCA, LLC (the “Landlord”) to our original
lease dated December 24, 1998 covering our leased facilities in Tustin,
California with aggregate square footage of approximately 47,771. Under the
First Amendment, we extended the term of our original lease from December 31,
2010 to December 31, 2017 while maintaining our two 5-year options to renew
the
lease through December 31, 2027. In addition, certain leasehold improvements
that we were required to make by 2009 under the original lease were removed
under the First Amendment. All other terms remain consistent with the original
lease dated December 24, 1998.
In
connection with this First Amendment, we entered into a separate agreement
with
the Landlord on December 22, 2005 regarding the immediate payoff of our note
receivable previously reserved for during October 1999. The note receivable
was
initially recorded during December 1998 upon the sale and subsequent leaseback
of our facilities. The amount received of $1,229,000 represents the current
note
receivable balance less twenty percent.
Item
9.01. Financial
Statements and Exhibits.
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Exhibits.
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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 hereunto
duly authorized.
| PEREGRINE PHARMACEUTICALS, INC. | ||
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| Date: December 23, 2005 | By: | /s/ PAUL J. LYTLE |
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Name:
Paul J. Lytle
Title:
Chief Financial Officer
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EXHIBIT
99.1
FIRST
AMENDMENT TO LEASE AND AGREEMENT OF LEASE
THIS
FIRST AMENDMENT TO LEASE AND AGREEMENT OF LEASE (this "First
Amendment")
is
made and entered into as of December 22, 2005 (the "Effective
Date")
by and
between TNCA,
LLC,
a
Delaware
limited liability company ("Landlord")
and
PEREGRINE PHARMACEUTICALS, INC., a Delaware corporation (successor-in-interest
to Techniclone Corporation, a Delaware corporation) ("Tenant").
R
E C I T A
L S:
A. Landlord
and Tenant entered into that certain Lease and Agreement of Lease dated as
of
December 24, 1998 (the "Lease").
B. Pursuant
to the Lease, Landlord leases to Tenant and Tenant leases from Landlord that
certain office space containing approximately 47,771 rentable square feet (the
"Premises")
of
those certain industrial and office warehouse buildings located at 14272 and
14282 Franklin Avenue, Tustin, California (collectively, the "Buildings").
C. The
parties now desire to amend the Lease to extend the Term of the Lease and modify
various terms and provisions of the Lease, all as hereinafter
provided.
A
G R E E M
E N T:
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as
follows:
1. Capitalized
Terms.
All
capitalized terms when used herein shall have the same meanings given such
terms
in the Lease unless expressly superseded by the terms of this First
Amendment.
2. Extension
of Lease Term.
The
Primary Term which is scheduled to expire on December 31, 2010 is hereby
extended until December 31, 2017 (the "Revised
Termination Date").
Such
period commencing as of the Effective Date and ending on the Revised Termination
Date shall be referred to herein as the "Revised
Primary Term".
3. Base
Rent.
During
the Revised Primary Term, Tenant shall pay Base Rent to Landlord for the
Premises in accordance with the following schedule:
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Period
of
Revised
Primary Term
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Annual
Base
Rent
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Monthly
Base
Rent
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Effective
Date-12/31/2006
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$
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745,135.44
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$
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62,094.62
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1/1/2007-12/31/2008
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$
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770,097.48
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$
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64,174.79
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1/1/2009-12/31/2010
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$
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795,895.68
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$
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66,324.64
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1/1/2011-12/31/2012
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$
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822,558.24
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$
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68,546.52
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1/1/2013-12/31/2014
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$
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850,113.96
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$
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70,842.83
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1/1/2015-12/31/2016
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$
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878,592.72
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$
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73,216.06
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1/1/2017-12/31/2017
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$
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908,025.60
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$
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75,668.80
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4. Options
to Renew.
Tenant
shall continue to have the options to renew the Lease, as hereby amended, as
provided in Section 2.1 of the Lease, except that (a) Tenant’s first
(1st)
option
to extend the Revised Primary Term shall commence on the expiration of the
Revised Primary Term and end on December 31, 2022 (such period commencing on
January 1, 2018 and ending on December 31, 2022 herein referred to as the
"1st Extended
Term");
(b) the Base Rent payable by Tenant during the 1st Extended Term shall be
as set forth in the following schedule:
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Periods
of
1st
Extended Term
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Annual
Base
Rent
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Monthly
Base
Rent
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1/1/2018-12/31/2018
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$
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908,025.60
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$
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75,668.80
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1/1/2019-12/31/2020
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$
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938,444.40
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$
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78,203.70
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1/1/2021-12/31/2022
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$
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969,882.24
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$
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80,823.52
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(c)
Tenant’s second (2nd)
option
to extend the 1st
Extended
Term shall commence on the expiration of the 1st
Extended
Term and end on December 31, 2027 (such period commencing on January 1, 2023
and
ending on December 31, 2027 herein referred to as the "2nd
Extended Term");
and
(d) the Base Rent payable by Tenant during the 2nd
Extended
Term shall be as set forth in the following schedule:
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Periods
of
2nd
Extended Term
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Annual
Base
Rent
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Monthly
Base
Rent
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1/1/2023-12/31/2024
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$
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1,002,373.32
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$
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83,531.11
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1/1/2025-12/31/2026
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$
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1,035,952.80
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$
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86,329.40
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1/1/2027-12/31/2027
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$
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1,070,657.16
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$
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89,221.43
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5. Condition
of Premises.
Tenant
is in possession of the Premises and accepts the same in its current "AS IS"
condition without any agreements, representations, understandings or obligations
on the part of Landlord to perform or pay for any alterations, repairs or
improvements.
6. Miscellaneous
Deletions.
Section
5.6 of the Lease and Exhibit “F” attached to the Lease are hereby deleted in
their entirety.
7. Brokers.
Landlord and Tenant hereby warrant to each other that they have had no dealings
with any real estate broker or agent in connection with the negotiation of
this
First Amendment other than Cushman & Wakefield of California, Inc. (the
"Broker"),
and
that they know of no other real estate broker or agent who is entitled to a
commission in connection with this First Amendment. Each party agrees to defend,
indemnify and hold the other party harmless from and against any and all claims,
demands, losses, liabilities, lawsuits, judgments, and costs and expenses
(including, without limitation, reasonable attorneys' fees) with respect to
any
leasing commission or equivalent compensation alleged to be owing on account
of
any dealings with any real estate broker or agent, other than to the Broker,
occurring by, through or in connection with the indemnifying party.
8. Counterparts.
This
First Amendment may be executed in multiple facsimile counterparts, each of
which is to be deemed an original for all purposes, but all of which together
shall constitute one and the same instrument.
9. No
Further Modification.
Except
as set forth in this First Amendment, all of the terms and provisions of the
Lease shall remain unmodified and in full force and effect.
IN
WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment to be
duly
executed and delivered on the date shown below, their respective signatures
to
memorialize the agreement of the parties, as of the date first above
written.
| "Landlord" | TNCA,
LLC. a Delaware limited liability company |
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| By: |
TNCA
Holdings, LLC,
a Delaware limited liability company
Its Manager
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| By: | /s/ C. FREDERICK WEHBA II | |
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Name:
C. Frederick Wehba II
Title:
President
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| Executed Date: December 22, 2005 | ||
| "Tenant" |
PEREGRINE
PHARMACEUTICALS, INC.,
a Delaware corporation (successor-in-interest
to
Techniclone
Corporation, a Delaware corporation)
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| By: | /s/ PAUL J. LYTLE | |
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Name:
Paul J. Lytle
Title:
Chief Financial Officer
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| Executed Date: December 22, 2005 | ||
EXHIBIT
99.2
TNCA,
LLC
10250
Constellation Boulevard, Suite 2300
Los
Angeles, CA 90067
December
22, 2005
Peregrine
Pharmaceuticals, Inc.
14282
Franklin Avenue
Tustin,
CA 92780
Attn:
Paul J. Lytle, Chief Financial Officer
| Re: |
Repayment
of Loan
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Ladies
and Gentlemen:
In
connection with execution of the First Amendment to Lease and Agreement of
Lease, dated as of December 22, 2005 (“First Amendment”), to that certain Lease
and Agreement of Lease, dated as of December 24, 1998, each of the foregoing
by
and between TNCA, LLC, a Delaware limited liability company (“Landlord”), and
Peregrine Pharmaceuticals, Inc., a Delaware corporation (successor-in-interest
to Techniclone Corporation, a Delaware corporation) (“Tenant”), Landlord and
Tenant hereby concurrently agree to a discounted payoff of the Loan (defined
below) as follows:
On
or
about December 24, 1998, Landlord executed that certain Promissory Note (the
"Note")
in
favor of Tenant in the original principal amount of One Million Nine Hundred
Twenty-Five Thousand Dollars ($1,925,000.00) (the "Loan").
The
Note is secured by that certain Pledge and Security Agreement (the "Pledge
Agreement")
executed on or about December 24, 1998 by Landlord in favor of Tenant, and
by
certain UCC Financing Statements (collectively, the "Financing
Statements")
executed on or about December 24, 1998 by Landlord in favor of Tenant. The
Note,
Pledge Agreement and Financing Statements are referred to herein as the
"Loan
Documents."
Concurrently
with the execution of the First Amendment and the funding contemplated by that
certain Loan Agreement by and between Landlord and Bank of America, N.A.
scheduled to fund contemporaneously herewith (the “Funding”), Landlord shall pay
to Tenant, via wire transfer, the then outstanding principal balance of the
Loan; provided, however, that immediately prior to such repayment, Tenant shall
reduce the then current principal balance of the Loan by twenty percent (20%),
and such repayment by Landlord shall be based on the amount of such reduced
loan
balance, plus any accrued interest owed to date, in the total aggregate amount
of $1,228,668.55 Concurrently with Landlord's repayment of the Loan (as reduced)
and accrued interest, Tenant shall deliver to Landlord a termination of the
Pledge Agreement, and cause the Financing Statements to be
terminated.
If
Landlord does not make the payment provided for in this letter agreement to
Tenant within seven (7) business days from the date of the Funding, and in
any
event by February 1, 2006, then: (a) the twenty percent (20%) reduction in
the
principal balance of the Loan provided for in this letter agreement shall
automatically terminate, and the amount payable by Landlord to Tenant pursuant
to this letter agreement shall be the full outstanding principal balance of
the
Loan without regard to the terminated reduction, plus any accrued interest
owed
to date; and (b) the First Amendment shall no longer have any force or
effect.
In
any
action to enforce or interpret this letter agreement, the prevailing party
shall
recover from the other party, in addition to any damages or other relief, all
costs (whether or not allowable as “cost” items by law) incurred at, before, and
after arbitration, reference proceeding, trial, or on appeal, or in any
bankruptcy proceeding, including without limitation attorneys’ fees and witness
(expert and otherwise) fees, deposition costs, and other expenses.
This
letter agreement, dated as of the date set forth above, may be executed in
multiple facsimile counterparts, each of which is to be deemed an original
for
all purposes, but all of which together shall constitute one and the same
instrument.
Acknowledged
and Agreed:
TNCA,
LLC, a Delaware limited liability company
| By: |
TNCA
Holding, LLC, a Delaware limited liability
company
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| Its Manager |
| By: |
/s/
C. FREDERICK WEHBA II
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| C. Frederick Wehba II, President |
PEREGRINE
PHARMACEUTICALS, INC.,
a
Delaware corporation (successor-in-interest to Techniclone Corporation, a
Delaware corporation)
| By: |
/s/
PAUL J. LYTLE
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| Paul J. Lytle, Chief Financial Officer |