- Current report filing (8-K)
August 03 2012 - 6:02AM
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 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
(Registrants 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 Companys 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.
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.
|
1
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
|
2
(MM) (NASDAQ:IDIX)
Historical Stock Chart
From Aug 2024 to Sep 2024
(MM) (NASDAQ:IDIX)
Historical Stock Chart
From Sep 2023 to Sep 2024