Attached files
file | filename |
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EX-5.1 - EX-5.1 OPINION OF COOLEY GODWARD KRONISH LLP - CLINICAL DATA INC | b77832exv5w1.htm |
EX-1.1 - EX-1.1 PURCHASE AGREEMENT DATED OCTOBER 28, 2009 - CLINICAL DATA INC | b77832exv1w1.htm |
EX-99.1 - EX-99.1 PRESS RELEASE DATED OCTOBER 28, 2009 - CLINICAL DATA INC | b77832exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2009
CLINICAL DATA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-12716 | 04-2573920 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer | ||
Identification No.) |
One Gateway Center, Suite 702, Newton, Massachusetts | 02458 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (617) 527-9933
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:
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On
October 28, 2009, Clinical Data, Inc. (the
Company) entered into a purchase
agreement (the Purchase Agreement) with Piper Jaffray & Co., Wedbush Morgan
Securities, Inc., BMO Capital Markets Corp. and Roth Capital Partners LLC (the
Underwriters), for the sale by the Company to the public (the Offering) of
2,750,000 shares of the Companys common stock, par value $0.01 per share (the Firm
Shares). The Firm Shares are being sold to the public at a
price of
$17.25
per share, and the
Underwriters have agreed to purchase the Firm Shares from the Company
pursuant to the Purchase
Agreement at a price of $16.17 per share. The net proceeds to the Company are expected to be
approximately $44.1 million after deducting underwriting commissions and estimated expenses
payable by the Company associated with the Offering. The Offering is expected to close on or about
November 2, 2009, subject to customary closing conditions. The Company has granted the
Underwriters a 30-day option to purchase an additional 412,500 shares of common stock (together
with the Firm Shares, the Shares).
The
Offering is being made pursuant to a prospectus supplement dated
October 28, 2009 and an
accompanying base prospectus dated June 28, 2007, pursuant to the Companys existing effective
shelf registration statement on Form S-3 (File No. 333-143883), which was filed with the Securities
and Exchange Commission (the Commission) on June 19, 2007 and declared effective by the
Commission on June 28, 2007.
The
Purchase Agreement contains customary representations, warranties, and agreements by the
Company, and customary conditions to closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act of 1933, as amended, other
obligations of the parties, and termination provisions.
The Purchase Agreement has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual information about
the Company. The representations, warranties and covenants contained in the Purchase Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged between the parties in
connection with the execution of the Purchase Agreement.
A copy of the opinion of Cooley Godward Kronish LLP relating to the legality of the issuance and
sale of the Shares in the Offering is attached as Exhibit 5.1 hereto. A copy of the Purchase
Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing
description of the Offering by the Company and the documentation related thereto does not purport
to be complete and is qualified in its entirety by reference to such exhibits.
Item 8.01. Other Events.
On October 28, 2009, the Company issued a press release announcing that it had priced the public
offering described in Item 1.01 of this Current Report on Form 8-K. The Companys press release is
filed as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
Table of Contents
(d) | Exhibits. |
Exhibit | ||
Number | Description | |
1.1
|
Purchase Agreement dated October 28, 2009 by and between Clinical Data, Inc. and Piper Jaffray & Co., Wedbush Morgan Securities, Inc., BMO Capital Markets Corp. and Roth Capital Partners LLC | |
5.1
|
Opinion of Cooley Godward Kronish LLP | |
23.1
|
Consent of Cooley Godward Kronish LLP (included as part of Exhibit 5.1) | |
99.1
|
Press Release dated October 28, 2009 |
Table of Contents
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.
Clinical Data, Inc. |
||||
By: | /s/ Caesar J. Belbel | |||
Caesar J. Belbel | ||||
Executive Vice President, Chief Legal Officer and Secretary |
DATE: October 28, 2009
Table of Contents
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
1.1
|
Purchase Agreement dated October 28, 2009 by and between Clinical Data, Inc. and Piper Jaffray & Co., Wedbush Morgan Securities, Inc., BMO Capital Markets Corp. and Roth Capital Partners LLC | |
5.1
|
Opinion of Cooley Godward Kronish LLP | |
23.1
|
Consent of Cooley Godward Kronish LLP (included as part of Exhibit 5.1) | |
99.1
|
Press Release dated October 28, 2009 |