UNITED STATES
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): December 10, 2004
DRAGON PHARMACEUTICAL INC.
(Exact name of registrant as specified in its charter)
Florida 0-27937 65-0142474
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1055 Hastings Street, Suite 1900
Vancouver, British Columbia V6E 2E9
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(Address of Principal Executive Offices) (Zip Code)
(604) 669-8817
(Registrant's telephone number, including area code)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
The purpose of this current report on Form 8-K is to disclose that Dragon
Pharmaceutical Inc. issued a press release on December 10, 2004 announcing that
it has retained the services of Renmark Financial Communications Inc. to handle
its investor relations activities. The press release is attached as an exhibit
to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits 99.1 Press release dated December 10, 2004.
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.
Date: December 10, 2004 DRAGON PHARMACEUTICAL INC.
/s/ Matthew Kavanagh
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Matthew Kavanagh
Director of Finance and Compliance
(Principal Financial and Accounting Officer)
Exhibit 99.1
Dragon retains Renmark Financial to serve
the Professional Investment Community
Vancouver, B.C., December 10, 2004 - Dragon Pharmaceutical Inc. (OTC BB: DRUG;
TSX: DDD; BBSE: DRP) announces that it has retained the services of Renmark
Financial Communications Inc. to handle its investor relations activities for
investment brokers and advisors across the U.S. and Canada.
Renmark Financial will proactively articulate Dragon's corporate messages and
growth potential to professional investment brokers and advisors across U.S. and
Canada. In addition, Dragon's management team will also attend presentation
sessions organized by Renmark Financials across North America to address the
target audience upon the completion of the proposed acquisition of Oriental
Wave.
"We are pleased to announce that we have selected Renmark to strengthen Dragon's
profile amongst the North American financial community. We will continue to
participate in additional investor relations functions to increase the
visibility of our company. We believe that Renmark Financial will be able to do
so with its unique investor relations strategies and approach." commented Dr.
Alexander Wick, President and Chief Executive Officer of Dragon Pharmaceutical.
About Dragon Pharmaceutical Inc.
Dragon Pharmaceutical Inc. is an international bio-pharmaceutical company
headquartered in Vancouver, Canada, with a GMP production facility in Nanjing,
China. Dragon's EPO products are being marketed in 9 countries: China, India,
Egypt, Brazil, Peru, Ecuador, Trinidad-Tobago, Dominican Republic and Kosovo.
Additional regulatory submissions are in progress throughout Central and Eastern
Europe, Asia, Latin America, the Middle East and Africa, and the Company is
preparing to enter the European Union market.
Dragon Pharmaceutical Inc. announced entering into a definitive agreement to
acquire Oriental Wave Holdings Ltd. The proposed acquisition is subject to a
number of conditions including shareholders' vote to approve the proposed
acquisition, which has been scheduled on January 11, 2005. If the proposed
acquisition is consummated, the combined company will have diverse and proven
product lines under 3 divisions: a Pharma division for prescription and
over-the-counter generic drugs, a Chemical division for bulk pharmaceutical
chemicals such as Clavulanic Acid, 7-ACA and sterilized bulk drug production,
and a Biotech division for EPO and in-licensed G-CSF. Please refer to the
Company's proxy statement filed with the SEC.
Forward Looking Statement:
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995: All statements, other than historical
facts, included in this press release are forward-looking statements.
Forward-looking statements are not guarantees of future performance. They
involve risk, uncertainties and assumptions including risks discussed under
"Risks Associated With Dragon Pharmaceutical" in the Company's annual report on
Form 10-KSB, SEC File No.: 0- 27937 and other documents filed with the SEC. The
Company does not undertake the obligation to publicly revise these
forward-looking statements to reflect subsequent events or circumstances.
The foregoing may be deemed to be soliciting materials of Dragon in connection
with its definitive agreement to acquire Oriental Wave announced on June 14,
2004. This disclosure is being made in connection with Regulation of Takeovers
and Security Holder Communications (Release Nos. 33-7760 and 34-42055) adopted
by the Securities and Exchange Commission ("SEC") and Rule 14a-12 under the
Securities Exchange Act of 1934, as amended. Dragon shareholders and other
investors are urged to read the definitive proxy statement that Dragon filed
with the SEC and sent to shareholders in connection with the proposed business
acquisition because it contains important information about Dragon, Oriental
Wave and related matters. Dragon and its directors and executive officers may be
deemed to be participants in Dragon's solicitation of proxies from Dragon
shareholders in connection with the proposed acquisition. Information regarding
the participants and their security holdings can be found in Dragon's definitive
proxy statement filed with the SEC. The definitive proxy statement is available
for free, both on the SEC web site (http://www.sec.gov) and from Dragon as
follows:
Garry Wong
Dragon Pharmaceutical, Inc
1900 -1055 West Hastings Street, Vancouver, British Columbia, Canada V6E 2E9
Telephone: (604) 669-8817 or North America Toll Free: 1-877-388-3784
For further information please contact:
Dragon Pharmaceutical Inc.
Garry Wong
or
Renmark Financial Communications Inc.
John Boidman : jboidman@renmarkfinancial.com
Sylvain Laberge : slaberge@renmarkfinancial.com
Media - Cynthia Lane : clane@renmarkfinancial.com
Tel. : (514) 939-3989 Fax : (514) 939-3717 www.renmarkfinancial.com