8-K 1 w83455e8vk.txt FORM 8-K DATED FEBRUARY 7, 2003 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 (Date of earliest event reported): February 7, 2003 CELL PATHWAYS, INC. ----------------------------------------------- (Exact Name of Registrant Specified in Charter) Delaware 000-24889 23-2969600 ----------------- ---------------------- -------------------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 702 Electronic Drive Horsham, Pennsylvania 19044 ------------------------------------------ ----------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 760-3800 -------------- ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. Cell Pathways, Inc., a Delaware corporation ("Cell Pathways"), has entered into an Agreement and Plan of Merger (the "Merger Agreement") dated as of February 7, 2003 by and among Cell Pathways, OSI Pharmaceuticals, Inc., a Delaware corporation ("Parent"), and CP Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Cell Pathways (the "Merger"). As a result of the Merger, the separate corporate existence of Merger Sub will cease and Cell Pathways will continue as the surviving corporation and a wholly-owned subsidiary of Parent. The Merger Agreement and a press release issued by Cell Pathways on February 10, 2003 announcing the execution of the Merger Agreement are attached to this Form 8-K as Exhibits 2.1 and 99.1, respectively. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits.

Exhibit Number ~~Exhibit~~Description ~~Title~~of Document -------------- ----------------------- 162.1 ~~Letter~~Agreement and Plan of Merger dated ~~June~~as 17of February 7, ~~2002~~2003 ~~from~~by ~~Arthur~~and ~~Andersen~~among ~~LLP~~Cell toPathways, ~~Securities~~Inc., OSI Pharmaceuticals, Inc. and ~~Exchange~~CP ~~Commission~~Merger Corporation. 99.1 Press Release dated February 10, 2003 announcing the execution of the Agreement and Plan of Merger dated as of February 7, 2003 by and among Cell Pathways, Inc., OSI Pharmaceuticals, Inc. and CP Merger Corporation.

-2- 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. CELL PATHWAYS, INC. By: /s/ Robert J. Towarnicki ------------------------ Robert J. Towarnicki President and Chief Executive Officer Dated: February 12, 2003 -3- Exhibit Index

Exhibit ~~Number Exhibit Title~~ -------~~-------~~ ~~-------------~~2.1 16Agreement ~~Letter~~and Plan of Merger dated ~~June~~as 17of February 7, ~~2002~~2003 ~~from~~by ~~Arthur~~and ~~Andersen~~among ~~LLP~~Cell toPathways, ~~Securities~~Inc., OSI Pharmaceuticals, Inc. and ~~Exchange~~CP ~~Commission~~Merger Corporation. 99.1 Press Release dated February 10, 2003 announcing the execution of the Agreement and Plan of Merger dated as of February 7, 2003 by and among Cell Pathways, Inc., OSI Pharmaceuticals, Inc. and CP Merger Corporation.

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