Attached files

file filename
EX-5.1 - OPINION OF WILMER CUTLER PICKERING HALE AND DORR LLP - IDENIX PHARMACEUTICALS INCd389940dex51.htm
EX-1.1 - UNDERWRITING AGREEMENT - IDENIX PHARMACEUTICALS INCd389940dex11.htm
EX-99.1 - PRESS RELEASE - IDENIX PHARMACEUTICALS INCd389940dex991.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): August 2, 2012

 

 

IDENIX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-49839   45-0478605

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

60 Hampshire Street

Cambridge, MA

  02139
(Address of principal executive offices)   (Zip Code)

(617) 995-9800

(Registrant’s telephone number, including area code)

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 August 2, 2012, Idenix Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC acting as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 22,000,000 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 $8.00 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $7.54 per share. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds of approximately $165.7 million. 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 3,300,000 shares of Common Stock to cover over-allotments, if any, at the public offering price less the underwriting discounts and commissions.

The Shares will be issued pursuant to an automatic shelf registration statement the Company filed with the U.S. Securities and Exchange Commission (the “SEC”), (File No. 333-182953). A prospectus supplement relating to the offering has been filed with the SEC. The closing of the offering is expected to take place on August 7, 2012, 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 August 2, 2012 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) The following exhibits are included in this report:

 

Exhibit No.    Description
  1.1    Underwriting Agreement, dated August 2, 2012, between the Company and J.P. Morgan Securities LLC, as representative of the several underwriters named therein.
  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 August 2, 2012.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

    IDENIX PHARMACEUTICALS, INC.
Date: August 3, 2012     By:   /s/ Maria D. Stahl
          Maria D. Stahl
          Senior Vice President and General Counsel

 

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