- Current report filing (8-K)
June 03 2009 - 4:04PM
Edgar (US Regulatory)
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): June 2, 2009
IDENIX
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-49839
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45-0478605
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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60
Hampshire Street
Cambridge,
MA
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02139
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
r
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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r
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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r
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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r
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal
Officers; Compensatory Arrangements of Certain
Officers
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Idenix
Pharmaceuticals, Inc. (“Idenix”) filed a registration statement on Form S-3
(the “Registration Statement”) with the Securities and Exchange Commission for
the sale of up to $100,000,000 in shares of its common stock, which Registration
Statement became effective on October 17, 2008.
On
May 19, 2009, Idenix and Novartis Pharma, AG (“Novartis”) entered into an
S-3 Financing Waiver and Consent (the “Waiver and Consent”) under which Novartis
consented to the filing of the Registration Statement, waived its right to
include shares of common stock in such Registration Statement, approved the
issuance and sale by Idenix of new shares of common stock pursuant to the
Registration Statement (such issuance and sale, the “S-3 Financing”) and waived
its right to purchase a pro rata portion of such new shares. In addition,
pursuant to the Waiver and Consent, Idenix granted Novartis Pharma the right to
designate an additional director to serve on its Board of Directors (the
“Board”), including the right, for up to one year, to remove and replace such
designee. The Waiver and Consent is conditioned on Novartis’ holding not
less than forty-three percent (43%) of the common stock outstanding immediately
after completion of the S-3 Financing and is effective through December 31,
2010.
On June
2, 2009, upon recommendation of the Nominating and Corporate Governance
Committee of the Board of Directors (the “Board”) of Idenix, the Board elected
Anthony Rosenberg as a director, to hold office until his successor is duly
elected and qualified, or until his earlier resignation or removal.
Mr.
Rosenberg is Head of Business Development and Licensing at
Novartis. Due to the nature of Mr. Rosenberg’s relationship with
Novartis, he will not receive any compensation for his services as a director on
the Board.
Relationship with
Novartis Pharma AG
In May
2003, Idenix entered into a collaboration with Novartis relating to the
worldwide development and commercialization of certain of its product
candidates. Idenix’s relationship with Novartis includes a number of
arrangements that affect its corporate governance, including a stockholders’
agreement, as amended and restated in July 2004 in connection with Idenix’s
initial public offering. Regarding Board designees, under the
stockholders’ agreement Idenix has:
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•
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agreed
to use its reasonable best efforts to nominate for election as a director
at least two designees of Novartis for so long as Novartis and its
affiliates own at least 35% of Idenix’s voting stock and at least one
designee of Novartis for so long as Novartis and its affiliates own at
least 19.4% of Idenix’s voting stock; and
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•
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agreed
that for so long as any designee of Novartis serves on the Board, a
Novartis director designee is entitled to be a member of each committee of
the Board or a non-voting observer to any such committee, if such
committee membership is barred by applicable law, rule or
regulation.
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The
Waiver and Consent noted above does not amend or alter the arrangements set
forth in the stockholders’ agreement relating to Board designees.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 S-3
Financing Waiver and Consent dated May 19, 2009.
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.
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IDENIX
PHARMACEUTICALS, INC.
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Date: June
3, 2009
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By:
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/s/ Ronald
C. Renaud, Jr.
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Ronald
C. Renaud, Jr.
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Chief
Financial Officer and Treasurer
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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S-3
Financing Waiver and Consent dated May 19,
2009.
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