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): January 27, 2009
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-30111
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76-0474169
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
8800
Technology Forest Place
The
Woodlands, Texas 77381
(Address
of principal executive
offices
and Zip Code)
(281)
863-3000
(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 obligations 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)
|
□
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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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□
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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
1.01
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Entry
into a Material Definitive
Agreement
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On
January 27, 2009, we entered into a Credit Line Agreement (the “UBS Credit
Line”) with UBS Bank USA (“UBS Bank”) that provides up to an aggregate amount of
$35.9 million in the form of an uncommitted, demand, revolving line of
credit. We entered into the UBS Credit Line in connection with our
previous acceptance of an offer from UBS AG and its affiliates (“UBS”) of
certain rights to require UBS to repurchase $57.0 million (par value) of auction
rate securities that UBS had previously sold to us. The UBS Credit
Line is secured only by such auction rate securities and proceeds from sales of
the auction rate securities will be applied to repayment of the UBS Credit
Line.
Advances
under the UBS Credit Line will be made on a “no net cost” basis, meaning that
the interest paid by us on such advances will not exceed the interest or
dividends paid to us by the issuer of the auction rate securities.
The UBS
Credit Line also provides, among other things, that UBS Bank may demand full or
partial repayment of the UBS Credit Line or terminate and cancel the UBS Credit
Line at its sole discretion and without cause at any time;
provided
that in such case
UBS Bank would be required to provide us alternative financing on substantially
similar terms or repurchase the auction rate securities at par, unless the
demand right was exercised as a result of certain specified events or the
customer relationship between UBS Bank and us is terminated for cause by UBS
Bank.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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The
information relating to the UBS Credit Line contained in Item 1.01 of this
Current Report on Form 8-K is hereby incorporated by reference into this Item
2.03.
Item
9.01
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Financial Statements and
Exhibits
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(d) Exhibits
Exhibit No.
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Description
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10.1
|
—Credit
Line Agreement, dated January 27, 2009, with UBS Bank
USA
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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 thereunto
duly authorized.
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Lexicon
Pharmaceuticals, Inc.
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|
|
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Date: February
2, 2009
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By:
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/s/
Jeffrey L. Wade
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Jeffrey
L. Wade
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Executive Vice
President
and
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General
Counsel
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Index
to Exhibits
Exhibit No.
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Description
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10.1
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—
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Credit
Line Agreement, dated January 27, 2009, with UBS Bank
USA
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