Attached files
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EX-5.1 - EX-5.1 - ARIAD PHARMACEUTICALS INC | b83163exv5w1.htm |
EX-1.1 - EX-1.1 - ARIAD PHARMACEUTICALS INC | b83163exv1w1.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
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 2010
ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-21696 | 22-3106987 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
26 Landsdowne Street, Cambridge, Massachusetts | 02139 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (617) 494-0400
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
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):
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
ITEM 1.01 Entry into a Material Definitive Agreement | ||||||||
ITEM 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
Ex-1.1 | ||||||||
Ex-5.1 |
Table of Contents
ITEM 1.01 | Entry into a Material Definitive Agreement. |
On October 25, 2010, ARIAD Pharmaceuticals, Inc. (the Company) entered into an underwriting
agreement (the Underwriting Agreement) with Jefferies & Company, Inc. and Oppenheimer & Co. Inc.
as representatives of the underwriters named therein (the Underwriters), related to a public
offering (the Offering) of 16,000,000 shares of the Companys common stock, par value $.001 per
share (the Common Stock). The price to the public in the Offering was $3.70 per share, and the
Underwriters purchased the shares from the Company pursuant to the Underwriting Agreement at a
price of $3.61 per share. The Offering is expected to close on October 29, 2010, subject to the
satisfaction of customary closing conditions. The net proceeds to the Company are expected to be
approximately $57.4 million after deducting estimated expenses associated with the Offering. Under
the terms of the Underwriting Agreement, the Company has granted the Underwriters an option,
exercisable for 30 days, to purchase up to an additional 2,400,000 shares of Common Stock to cover
over-allotments, if any, at the same price.
The Offering is being made pursuant to a prospectus supplement dated October 25, 2010 and an
accompanying prospectus dated January 21, 2010, pursuant to the Companys existing effective shelf
registration statement on Form S-3 (File No. 333-164283), which was filed with the Securities and
Exchange Commission (the Commission) on January 11, 2010 and declared effective by the Commission
on January 21, 2010.
A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated herein by
reference. The Underwriting 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 Underwriting
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 Underwriting Agreement. The representations and
warranties may have been made for the purposes of allocating contractual risk between the parties
to the agreement instead of establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those applicable to investors.
Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on
the representations, warranties and covenants or any descriptions thereof as characterizations of
the actual state of facts or condition of the Company or any of its subsidiaries or affiliates.
Moreover, information concerning the subject matter of the representations and warranties may
change after the date of the Underwriting Agreement, and this subsequent information may or may not
be fully reflected in the Companys public disclosures.
A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the
legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | ||
Number | Description | |
1.1
|
Underwriting Agreement dated October 25, 2010 by and among ARIAD Pharmaceuticals, Inc. and Jefferies & Company, Inc. and Oppenheimer & Co. Inc. as representatives of the underwriters. | |
5.1
|
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
23.1
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1). |
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.
ARIAD Pharmaceuticals, Inc. |
||||
By: | /s/ Edward M. Fitzgerald | |||
Edward M. Fitzgerald | ||||
Executive Vice President, Chief Financial Officer | ||||
Date: October 27, 2010