- Current report filing (8-K)
August 05 2009 - 5:05PM
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): August 5, 2009
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Idenix Pharmaceuticals,
Inc.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-49839
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45-0478605
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(State
or Other Juris-
diction
of Incorporation
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(Commission
File
Number)
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(IRS
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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Registrant’s
telephone number, including area code: 617-995-9800
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
¨
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))
On August
5, 2009, Idenix Pharmaceuticals, Inc. (the “Company”) entered into a purchase
agreement (the “Purchase Agreement”) with Leerink Swann LLC, related to an
underwritten offering of 7,248,936 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 is $3.14 per share.
After underwriting discounts and
commissions and estimated offering expenses, the Company expects to receive net
proceeds of approximately $21.2 million.
The
last reported sale price of the Common Stock on the NASDAQ Global
Market on August 4, 2009 was $3.69 per share.
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). The closing of the offering is
expected to take place on August 10, 2009. A copy of the Purchase Agreement is
attached as Exhibit 99.1 hereto and is incorporated herein by reference. The
foregoing description of the Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to such exhibit. A prospectus
supplement relating to the offering has been filed with the Securities and
Exchange Commission. A copy of the opinion of Wilmer Cutler Pickering Hale and
Dorr LLP relating to the validity of the Common Stock to be issued in the
offering is attached as Exhibit 5.1 hereto.The Company issued a press release on
August 5, 2009 announcing the pricing of the offering. This press release is
attached as Exhibit 99.2 hereto and is incorporated herein by
reference.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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5.1
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Opinion
of Wilmer Cutler Pickering Hale and Dorr LLP
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23.1
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Consent
of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit
5.1)
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99.1
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Purchase
Agreement, dated as of August 5, 2009, between the Registrant and Leerink
Swann LLC
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99.2
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Press
Release, dated August 5,
2009
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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.
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Idenix
Pharmaceuticals, Inc.
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Date:
August 5, 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
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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5.1
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Opinion
of Wilmer Cutler Pickering Hale and Dorr LLP
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23.1
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Consent
of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit
5.1)
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99.1
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Purchase
Agreement, dated as of August 5, 2009, between the Registrant and Leerink
Swann LLC
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99.2
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Press
Release, dated August 5,
2009
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