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): March 19, 2014
INTERMUNE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-29801 | 94-3296648 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
3280 Bayshore Boulevard
Brisbane, CA 94005
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (415) 466-2200
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 8.01 | Other Events. |
On March 19, 2014, InterMune, Inc. (the “Company”) completed the sale and issuance of 8,625,000 shares (the “Shares”) of its common stock, par value $0.001 (“Common Stock”), which includes the exercise in full of the underwriters’ option to purchase 1,125,000 additional shares of the Company’s Common Stock granted under the Company’s Underwriting Agreement, dated March 13, 2014, entered into with Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. The net proceeds to the Company from the sale of the Shares was approximately $268.0 million, after deducting underwriting discounts and estimated offering expenses.
The Shares have been registered pursuant to the Company’s automatic registration statement on Form S-3 (Registration Statement No. 333-176787) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”), including the prospectus supplement filed by the Company with the Commission, dated March 13, 2014 (the “Prospectus Supplement”), to the prospectus contained in the Registration Statement dated September 12, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 19, 2014 | INTERMUNE, INC. | |||
| By: | /s/ John C. Hodgman | |||
| John C. Hodgman | ||||
| Executive Vice President of Finance Administration and Chief Financial Officer | ||||