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 7, 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 7, 2004 announcing the
date of annual stockholder meeting of the Company to vote on the proposed
acquisition of Oriental Wave Holdings, Ltd., among a series of important
proposals. 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 7, 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.
DRAGON PHARMACEUTICAL INC.
Date: December 7, 2004 By: /s/ Matthew Kavanagh
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Name: Matthew Kavanagh
Title: Director of Finance and Compliance
(Principal Financial and Accounting
Officer)
Exhibit 99.1
Date Set for Dragon Stockholder Meeting
on Acquisition of Oriental Wave Holdings
Vancouver, BC- December 7, 2004. - Dragon Pharmaceutical Inc. (OTC BB: DRUG;
TSX: DDD; BBSE: DRP) ("the Company") is pleased to announce that January 11,
2005 has been set as the date for the annual stockholder meeting of the Company
to vote on the proposed acquisition of Oriental Wave Holdings, Ltd., among a
series of important proposals. The annual meeting of Dragon stockholders will be
held at Dragon's corporate offices at Suite 1900, 1055 West Hastings Street,
Vancouver, Canada at 10:00 A.M. Pacific Time.
Stockholders of Dragon of record as of the close of business on November 29,
2004 will be entitled to vote at the meeting. On or about December 8, 2004, the
Company will send to these stockholders a copy of the definitive proxy statement
in connection to the annual meeting. If the acquisition is approved by a simple
majority of the outstanding shares voted at the meeting, Dragon and Oriental
Wave management teams currently anticipate to close the transaction by
mid-January 2005.
"We are delighted to present this proposal and other proposals to our
shareholders "said Dr. Alexander Wick, President and CEO of Dragon." The Company
and Oriental Wave have worked diligently together in preparing the document and
addressing comments from the SEC and other regulatory agencies and are proud to
provide the extensive proxy statement being sent to shareholders. In view of the
bright future, the proposed acquisition of Oriental Wave merits positive
considerations by all Dragon shareholders. All shareholders should read the
proxy statement carefully."
About Dragon Pharmaceutical Inc.
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Dragon Pharmaceutical Inc. is an international bio-pharmaceutical company
headquartered in Vancouver, Canada, with a GMP production facility in Nanjing,
China. Dragon's EPO has been marketed to treat anemia due to renal failure and
surgery in 9 countries: China, India, Egypt, Brazil, Peru, Ecuador, the
Dominican Republic, Trinidad-Tobago 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 in the final preparation
to enter the European Union market.
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 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 will file with the SEC and that will be
sent to shareholders in connection with the proposed 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 the Form 10-KSB and the definitive proxy
statement to be filed with the SEC, which will be available from the SEC and
Dragon as described below. 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, V6E 2E9
Telephone: (604) 669-8817 or North American Toll Free: 1-877-388-3784
Fax: (604) 669-4243
Email: ir@dragonbiotech.com
Website: www.dragonpharma.com or www.dragonbiotech.com