Current Report Filing (8-k)
August 27 2014 - 5:03PM
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
19, 2014
ARIAD
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-36172
|
22-3106987
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
26 Landsdowne Street, Cambridge, Massachusetts
|
02139
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant's telephone number, including
area code: (617) 494-0400
Not
Applicable
(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):
⃞
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.
As previously disclosed, on October 31, 2013, ARIAD Pharmaceuticals,
Inc. (the “Company”) entered into a Section 382 Rights Agreement (the
“Rights Plan”) with Computershare Trust Company, N.A. Under the Rights
Plan, if any person or group acquires 4.99% or more of the outstanding
shares of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), then, subject to certain exceptions, there would be a
triggering event under the Rights Plan. However, any person or group
that beneficially owned (as disclosed in public filings) 4.99% or more
of the outstanding Common Stock as of October 31, 2013 (such percentage,
the “Grandfathered Percentage”), will not trigger the Rights Plan by
purchasing additional shares of Common Stock if it does not exceed its
Grandfathered Percentage by 0.5% of the outstanding shares of Common
Stock.
In addition, as previously disclosed, on February 20, 2014, the Company
entered into a Nomination and Standstill Agreement (“Nomination and
Standstill Agreement”) with Dr. Alexander J. Denner, Sarissa Capital
Management LP (“Sarissa Capital”), Sarissa Capital Domestic Fund LP,
Sarissa Capital Offshore Master Fund LP, Sarissa Capital Fund GP LP and
Sarissa Capital Offshore Fund GP LLC (collectively, the “Sarissa
Group”), pursuant to which, among other provisions, the Sarissa Group
agreed that, subject to certain exceptions, it would not acquire
beneficial ownership of additional shares of the Company’s Common Stock
during the standstill period specified in the agreement if, following
such acquisition, it would beneficially own more than the greater of
6.96% of the Company’s outstanding Common Stock or such higher amount
that any other person or group required to file on Schedule 13D is
permitted to buy or own pursuant to the terms of, or as a result of
being granted a waiver under, the Rights Plan. Since the Sarissa Group
had acquired its shares of Common Stock prior to the adoption of the
Rights Plan, the 6.96% limit was established on the basis of the 0.5%
increase permitted under the Rights Plan, as described above.
On August 19, 2014, Sarissa Capital filed a Schedule 13D/A (the
“Schedule 13D/A”) reporting that certain members of the Sarissa Group
had purchased an aggregate of 850,000 additional shares of Common Stock
on August 15, 2014 which represented 0.45% of the Company’s outstanding
Common Stock. The Schedule 13D/A also reported that, following these
purchases, members of the Sarissa Group beneficially own 6.87% of the
Company’s outstanding Common Stock. Under the limits set forth in the
Rights Plan and the Nomination and Standstill Agreement, unless a waiver
is granted to the Sarissa Group or a another stockholder that would
permit the purchase of additional shares under the terms of those
agreements, the Sarissa Group can acquire beneficial ownership of
additional shares of Common Stock so long as its aggregate beneficial
ownership remains less than 6.96% of the outstanding shares of Common
Stock.
In addition, in the Schedule 13D/A, Sarissa Capital reported that
certain members of the Sarissa Group had purchased an aggregate of $8.8
million of the Company’s 3.625% Convertible Senior Notes due 2019 (the
“Convertible Notes”), on August 18, 2014. The acquisition of
Convertible Notes does not presently count towards the limits set forth
in the Rights Plan or the Nomination and Standstill Agreement, as the
shares of Common Stock issuable upon conversion of the Convertible Notes
are not deemed to be beneficially owned under the terms of those
agreements. In the event that the Convertible Notes held by members of
the Sarissa Group are converted into shares of Common Stock, then such
shares of Common Stock will count towards the limits set forth in the
Rights Plan and the Nomination and Standstill Agreement. The
Convertible Notes are convertible on or after December 15, 2018, until
the close of business on the second scheduled trading day immediately
preceding the maturity date of the Convertible Notes, June 15,
2019. The Convertible Notes may be converted prior to December 15,
2018, under certain limited conditions as provided for in the indenture
related to the Convertible Notes. Upon conversion, the Company will
satisfy its conversion obligation by paying or delivering, as the case
may be, cash, shares of Common Stock or a combination of cash and shares
of Common Stock, at the Company’s election. Holders of Convertible
Notes are not entitled to any voting rights with respect to the
underlying shares of Common Stock unless and until the Convertible Notes
are converted into shares of Common Stock.
SIGNATURES
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.
|
|
ARIAD Pharmaceuticals, Inc.
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Edward M. Fitzgerald
|
|
|
|
|
|
Edward M. Fitzgerald
|
|
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|
|
Date:
|
August 27, 2014
|
|
|
|
3
Ariad (NASDAQ:ARIA)
Historical Stock Chart
From Apr 2024 to May 2024
Ariad (NASDAQ:ARIA)
Historical Stock Chart
From May 2023 to May 2024