Attached files
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| EX-1.1 - EX-1.1 - MOMENTA PHARMACEUTICALS INC | a10-22655_1ex1d1.htm |
| EX-5.1 - EX-5.1 - MOMENTA PHARMACEUTICALS INC | a10-22655_1ex5d1.htm |
| EX-99.1 - EX-99.1 - MOMENTA PHARMACEUTICALS INC | a10-22655_1ex99d1.htm |
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 8, 2010
Momenta Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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000-50797 |
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04-3561634 |
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(State or Other
Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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675 West Kendall Street, Cambridge, MA |
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02142 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(617) 491-9700
(Registrant’s telephone number, including area code)
Not applicable
(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))
Item 8.01. Other Events.
On December 8, 2010, Momenta Pharmaceuticals, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with UBS Securities LLC, as representative of the underwriters named therein (the “Underwriters”), relating to the underwritten offering of 4,000,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Offering”). UBS Securities LLC is acting as the sole book running manager of the offering. Cowen and Company, LLC and Canaccord Genuity Inc. are acting as co-managers. All of the Shares are being sold by the Company. The price to the public is $14.35 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $13.561 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase an additional 600,000 shares of common stock to cover overallotments, if any.
The Offering is being made pursuant to a shelf registration statement the Company filed with the Securities and Exchange Commission that became effective on December 22, 2009 (Registration No. 333-163615). A prospectus supplement relating to the Offering has been filed with the Securities and Exchange Commission. The closing of the Offering is expected to take place on or about December 13, 2010, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares is filed as Exhibit 5.1 to this Current Report.
The Company’s press release dated December 8, 2010 announcing the pricing of the Offering is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement, dated December 8, 2010, by and between the Company and UBS Securities LLC, as representative of the underwriters named therein. |
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5.1 |
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP. |
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23.1 |
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above). |
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99.1 |
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Press Release of the Company dated December 8, 2010. |
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.
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MOMENTA PHARMACEUTICALS, INC. |
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Date: December 8, 2010 |
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By: |
/s/ RICHARD P. SHEA |
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Richard P. Shea |
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Senior Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement, dated December 8, 2010, by and between the Company and UBS Securities LLC, as representative of the underwriters named therein. |
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5.1 |
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP. |
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23.1 |
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above). |
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99.1 |
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Press Release of the Company dated December 8, 2010. |