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 February 2006
AETERNA ZENTARIS INC.
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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
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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
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
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DOCUMENTS INDEX
DOCUMENTS DESCRIPTION
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1. Press release dated February 15, 2006: AEterna Zentaris Strategic
Shareholder, The Solidarity Fund QFL, Exercised its Right to Convert a
Term Loan into Common Shares
AETERNA ZENTARIS INC. 1405, boul. du Parc-Technologique [AETERNA ZENTARIS LOGO]
Quebec (Quebec) Canada G1P 4P5 T 418 652-8525 F 418 652-0881
www.aeternazentaris.com
Fonds de solidarite des travailleurs du Quebec (F.T.Q.) [FONDS DE SOLIDARITE FTQ LOGO]
545, boul. Cremazie Est, bureau 200
Montreal (Quebec) Canada H2M 2W4 T. 514 383-8383
COMMUNIQUE
Pour diffusion immediate
AETERNA ZENTARIS STRATEGIC SHAREHOLDER, THE SOLIDARITY FUND QFL, EXERCISED
ITS RIGHT TO CONVERT A TERM LOAN INTO COMMON SHARES
ALL AMOUNTS ARE IN CANADIAN DOLLARS
QUEBEC CITY, CANADA, FEBRUARY 15, 2006 -- AEterna Zentaris Inc. (TSX: AEZ;
Nasdaq: AEZS) and the Solidarity Fund QFL (the "Fund") today announced that the
Fund has exercised its right to early convert the entirety of its convertible
term loan in the principal amount of $12.5 million that the Fund had extended to
AEterna Zentaris in April 2003 and that was to mature on March 31, 2006. In
accordance with the terms of the convertible term loan, and additional
arrangements between AEterna Zentaris and the Fund, AEterna Zentaris has issued
a total of 3,477,544 of its common shares to the Fund upon conversion of the
loan, representing the principal and interest due to the stated maturity date
under the loan, based on the conversion price that had been agreed upon in the
loan agreement. Upon issuance of the 3,477,544 common shares by AEterna
Zentaris, the Fund's ownership and voting interest in AEterna Zentaris has
increased from 13.60% to 19.65%.
"We are pleased with the Fund's decision to execute this convertible term loan.
The Fund has proven to be a long-term strategic partner as well as a valued
shareholder for the Company", said Gilles Gagnon, President and Chief Executive
Officer at AEterna Zentaris. "This transaction further strengthens our balance
sheet, as well as leverages our ability to execute our focused strategy and
continue to advance our promising pipeline."
The Company has another outstanding convertible term loan in the principal
amount of $12.5 million plus interest due, maturing as of March 31, 2006, which
is held by another strategic shareholder.
ABOUT AETERNA ZENTARIS INC.
AEterna Zentaris Inc. is a growing global biopharmaceutical company engaged in
the discovery, development and marketing of therapies for cancer and endocrine
disorders.
AEterna Zentaris also owns 48.4% of the equity of Atrium Biotechnologies Inc.
(TSX: ATB.sv) and 64.8% of its voting rights. Atrium is a developer,
manufacturer and marketer of science-based products for the cosmetics,
pharmaceutical, chemical and nutritional industries.
News releases and additional information are available at
www.aeternazentaris.com.
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[FONDS DE SOLIDARITE FTQ LOGO] [AETERNA ZENTARIS LOGO]
ABOUT THE SOLIDARITY FUND QFL
With assets of over $6.2 billion, the Solidarity Fund QFL is a development
capital fund that through its RRSP channels the savings of Quebecers to help
create and maintain jobs in companies and contribute to the economic development
of Quebec. The Fund currently has over 568,000 shareholders and has helped,
either on its own or with other financial partners, create maintain and support
over 105,000 jobs. For more information, visit www.fondsftq.com
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements 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 business opportunities in the pharmaceutical industry,
uncertainties related to the regulatory process and general changes in economic
conditions. Investors should consult the Company's 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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CONTACTS AETERNA ZENTARIS INC.
MEDIA RELATIONS
Paul Burroughs
(418) 652-8525 ext. 406
paul.burroughs@aeternazentaris.com
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INVESTOR RELATIONS
Jenene Thomas
(418) 655-6420 or
(908) 996-3154
jenene.thomas@aeternazentaris.com
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THE SOLIDARITY FUND QFL
Alain Gauthier
Director, Institutional communications and Marketing
The Solidarity Fund QFL
(800) 361-5017
(514) 383-8383
(514) 592-5892
agauthier@fondsftq.com
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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, thereunto duly authorized.
AETERNA ZENTARIS INC.
DATE: FEBRUARY 15, 2006 By: /s/Mario Paradis
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Mario Paradis
Senior Finance Director and
Corporate Secretary