Attached files
file | filename |
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EX-5.1 - EX-5.1 - IDENIX PHARMACEUTICALS INC | b80768exv5w1.htm |
EX-99.2 - EX-99.2 - IDENIX PHARMACEUTICALS INC | b80768exv99w2.htm |
EX-99.1 - EX-99.1 - IDENIX PHARMACEUTICALS INC | b80768exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2010
Idenix Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-49839 | 45-0478605 | ||
(State or Other Jurisdiction of Incorporation | (Commission File Number) |
(IRS Employer Identification No.) |
60 Hampshire Street Cambridge, MA |
02139 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: 617-995-9800
(Former Name or Former Address, if Changed Since Last Report)
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 April 29, 2010, Idenix Pharmaceuticals, Inc. (the Company) entered into an underwriting
agreement (the Underwriting Agreement) with the several Underwriters named in the Underwriting
Agreement (the Underwriters) for which Thomas Weisel Partners LLC is acting as
representative, relating to an underwritten public offering of 6,460,672 shares (the Shares) of
the Companys common stock, par value $0.001 per share. All of the shares are being sold by the
Company. The offering price to the public is $4.35 per share, and the Underwriters have agreed to
purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $4.089
per share. After underwriting discounts and commissions and estimated offering expenses, the
Company expects to receive net proceeds of approximately $26.2 million.
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). A prospectus supplement relating to the offering has been filed with the
Securities and Exchange Commission. The closing of the offering is expected to take place on May 4,
2010, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 99.1 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 April 29, 2010 announcing
the pricing of the public offering. This press release is attached as Exhibit 99.2 hereto and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
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
|
Underwriting Agreement, dated April 29, 2010, among the Company and the several Underwriters named in Schedule A thereto for which Thomas Weisel Partners LLC is acting as representative. | |
99.2
|
Press Release, dated April 29, 2010 |
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.
Idenix Pharmaceuticals, Inc. |
||||
Date: April 30, 2010 | By: | /s/ Ronald C. Renaud, Jr. | ||
Ronald C. Renaud, Jr. | ||||
Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit | ||
No. | Description | |
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
|
Underwriting Agreement, dated April 29, 2010, among the Company and the several Underwriters named in Schedule A thereto for which Thomas Weisel Partners LLC is acting as representative | |
99.2
|
Press Release, dated April 29, 2010 |