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EX-1.1 - EX-1.1 - IDENIX PHARMACEUTICALS INCb89085exv1w1.htm
EX-5.1 - EX-5.1 - IDENIX PHARMACEUTICALS INCb89085exv5w1.htm
EX-99.1 - EX-99.1 - IDENIX PHARMACEUTICALS INCb89085exv99w1.htm
Table of Contents

 
 
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): November 16, 2011
Idenix Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
         
Delaware   000-49839   45-0478605
 
(State or Other Jurisdiction of   (Commission   (IRS Employer
Incorporation   File Number)   Identification No.)
         
60 Hampshire Street    
Cambridge, MA   02139
 
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s 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 (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 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-1.1
EX-5.1
EX-99.1


Table of Contents

Item 1.01 Entry into a Material Definitive Agreement.
On November 16, 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 9,393,416 shares (the “Shares”) of the Company’s 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 $6.50 per share, and the Underwriter has agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $6.11 per share. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds of approximately $57.2 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 1,409,013 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 14, 2011 (File No. 333-177167). 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 November 21, 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.
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 8.01. Other Events.
The Company issued a press release on November 16, 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 November 16, 2011, between the Company and J.P. Morgan Securities LLC (as Underwriter).
 
   
5.1
  Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
 
   
23.1
  Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
 
   
99.1
  Press Release, dated November 16, 2011

 


Table of Contents

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 hereunto duly authorized.
         
  Idenix Pharmaceuticals, Inc.
 
 
Date: November 16, 2011  By:   /s/ Maria D. Stahl    
    Maria D. Stahl   
    Senior Vice President and General Counsel   
 

 


Table of Contents

EXHIBIT INDEX
     
Exhibit    
No.   Description
1.1
  Underwriting Agreement, dated November 16, 2011, between the Company and J.P. Morgan Securities LLC (as Underwriter).
 
   
5.1
  Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
 
   
23.1
  Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
 
   
99.1
  Press Release, dated November 16, 2011