Attached files
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EX-10.1 - EXHIBIT 10.1 - IDENIX PHARMACEUTICALS INC | c15378exv10w1.htm |
EX-99.1 - EXHIBIT 99.1 - IDENIX PHARMACEUTICALS INC | c15378exv99w1.htm |
EX-5.1 - EXHIBIT 5.1 - IDENIX PHARMACEUTICALS INC | c15378exv5w1.htm |
EX-1.1 - EXHIBIT 1.1 - IDENIX PHARMACEUTICALS INC | c15378exv1w1.htm |
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): April 8, 2011
Idenix Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-49839 | 45-0478605 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
60 Hampshire Street Cambridge, MA |
02139 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 617-995-9800
(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:
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 1.01 Entry into a Material Definitive Agreement.
On April 8, 2011, Idenix Pharmaceuticals, Inc. (the Company) entered into an underwriting
agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC (the Underwriter),
relating to an underwritten public offering of 18,310,000 shares (the Shares) of the Companys
common stock, par value $0.001 per share (the Common Stock). All of the shares are being sold by
the Company. The offering price to the public is $2.80 per share, and the Underwriter has agreed to
purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $2.63 per
share. After underwriting discounts and commissions and estimated offering expenses, the Company
expects to receive net proceeds of approximately $48.0 million. Under the terms of the
Underwriting Agreement, the Company has granted the Underwriter an option, exercisable for 30 days,
to purchase up to an additional 2,746,500 shares of Common Stock to cover over-allotments, if any,
at the same price.
The Shares will be issued pursuant to a shelf registration statement the Company filed with the
Securities and Exchange Commission, which became effective on October 17, 2008 (File No.
333-153471). 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 April 13, 2011,
subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein
by reference. The foregoing description of the material terms of the Underwriting Agreement does
not purport to be complete and is qualified in its entirety by reference to such exhibit.
Concurrently with the underwritten public offering of the Shares pursuant to the Underwriting
Agreement (the Public Offering) and pursuant to a Concurrent Private Placement Stock Purchase
Agreement, dated April 8, 2011 (the Concurrent Private Placement Stock Purchase Agreement) by and
among the Company and Novartis Pharma AG (Novartis) the Company has agreed to sell to Novartis
and Novartis has agreed to purchase from the Company at the closing of the Public Offering
1,785,714 shares (the Novartis Shares) of the Companys Common Stock, for an aggregate purchase
price of approximately $5.0 million, or a purchase price of $2.80 per share. The closing of the
private placement is contingent upon the closing of the Public Offering and subject to the
satisfaction of customary closing conditions. Novartis will own approximately 36% of the Companys
outstanding Common Stock following the consummation of the Public Offering and its purchase of the
Novartis Shares. A copy of the Concurrent Private Placement Stock Purchase Agreement is attached
as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the
material terms of the Concurrent Private Placement Stock Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to
the Shares is attached as Exhibit 5.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above with respect to the description of the Public
Offering and the concurrent private placement of the Companys Common Stock with Novartis pursuant
to the Concurrent Private Placement Stock Purchase Agreement is incorporated herein by reference
into this Item 3.02.
The securities issued or issuable to Novartis pursuant to the Concurrent Private Placement Stock
Purchase Agreement will be issued in a private placement without registration under the Securities
Act of 1933, as amended, in reliance on the exemptions provided by Section 4(2) of the Securities
Act and/or Regulation D promulgated thereunder relating to sales by an issuer not involving any
public offering. Novartis represented to the Company in the Concurrent Private Placement Stock
Purchase Agreement that it is acquiring the securities for investment and not distribution, that it
can bear the risks of the investment, and that it has made detailed inquiry concerning the Company,
its business, properties, prospects and financial condition in connection with its purchase of the
securities.
Item 8.01. Other Events.
The Company issued a press release on April 8, 2011 announcing the pricing of the Public Offering.
This press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||||
No. | Description | |||
1.1 | Underwriting Agreement, dated April 8, 2011, among the Company and J.P.
Morgan Securities LLC (as Underwriter). |
|||
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP |
|||
10.1 | Concurrent Private Placement Stock Purchase Agreement, dated April 8, 2011,
between the Company and Novartis Pharma AG |
|||
23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
|||
99.1 | Press Release, dated April 8, 2011 |
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.
Idenix Pharmaceuticals, Inc. |
||||
Date: April 11, 2011 | By: | /s/ Maria D. Stahl | ||
Maria D. Stahl | ||||
Senior Vice President and General Counsel |
EXHIBIT INDEX
Exhibit | ||||
No. | Description | |||
1.1 | Underwriting Agreement, dated April 8, 2011, among the Company and J.P.
Morgan Securities LLC (as Underwriter). |
|||
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP |
|||
10.1 | Concurrent Private Placement Stock Purchase Agreement, dated April 8, 2011,
between the Company and Novartis Pharma AG |
|||
23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
|||
99.1 | Press Release, dated April 8, 2011 |