- Current report filing (8-K)
October 07 2009 - 4:59PM
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): October
7, 2009
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-30111
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76-0474169
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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
October 7, 2009, we entered into an amendment to our securities purchase
agreement, dated June 17, 2007, with Invus, L.P., under which Invus made an
initial investment of $205.4 million to purchase 50,824,986 shares of our common
stock in August 2007 and has the right to require us to initiate up to two pro
rata rights offerings to our stockholders, which would provide all stockholders
with non-transferable rights to acquire shares of our common stock, in an
aggregate amount of up to $344.5 million, less the proceeds of any
“qualified offerings” that we may complete in the interim involving the sale of
our common stock at prices above $4.50 per share.
The
amendment, which was entered into in connection with a proposed public offering
of our common stock and will become effective upon (and subject to) the
completion of such offering and Invus’ grant of consent with respect thereto,
includes the following modifications to the original terms of the securities
purchase agreement:
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·
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Prior
to giving effect to the amendment, Invus could exercise its right to
require us to conduct the first rights offering by giving us notice within
a period of 90 days beginning on November 28, 2009 (which we refer to as
the first rights offering trigger date), although we and Invus could agree
to change the first rights offering trigger date with the approval of the
members of our board of directors who are not affiliated with
Invus. In the amendment, we have agreed to extend by nine
months the period during which Invus may exercise its right to require us
to conduct the first rights offering, resulting in Invus having such right
for a period of one year beginning on the first rights offering trigger
date.
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·
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Prior
to giving effect to the amendment, Invus could exercise its right to
require us to conduct a second rights offering by giving us notice within
a period of 90 days beginning on the date that is 12 months after Invus’
exercise of its right to require us to conduct the first rights offering
or, if Invus does not exercise its right to require us to conduct the
first rights offering, within a period of 90 days beginning on the first
anniversary of the first rights offering trigger date. In the
amendment, we have agreed to modify the timing of this right to permit
Invus to exercise its right to require us to conduct the second rights
offering by giving us notice within a period of one year beginning on the
date (which we refer to as the first rights offering trigger date) that is
90 days after Invus’ exercise of its right to require us to conduct the
first rights offering or, if Invus does not exercise its right to require
us to conduct the first rights offering, within a period of one year
beginning on the first anniversary of the first rights offering trigger
date.
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·
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Prior
to giving effect to the amendment, if Invus elected to exercise its rights
to require us to initiate a rights offering, Invus was required to
purchase its pro rata portion of the offering, and to commit to purchase
the entire portion of the offering not subscribed for by other
stockholders. In the amendment, we have agreed to modify these
obligations such that, if Invus elects to exercise its rights to require
us to initiate a rights offering, Invus will be required to purchase only
its pro rata portion of the rights offering, and will not be obligated to
purchase the entire portion of the offering not subscribed for by other
stockholders.
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·
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Upon
effectiveness of the amendment, the amended securities purchase agreement
provides that, if we notify Invus of a proposed public offering for an
offering above $4.50 per share during the period in which Invus may
initiate a rights offering, Invus will have a period of 10 business days
in which to exercise its right to require us to conduct a rights offering,
in which case we would be required to forego the proposed public offering
and proceed with the rights offering. In the event that Invus
does not exercise its right to require us to conduct a rights offering
within such period, we will have the right to conduct the proposed public
offering, and Invus will not initiate a rights offering (a) for an initial
period of 30 days and (b) so long as the offering occurs within that
30-day period, and if requested by the underwriters for the public
offering, for an additional period of 90 days, provided that we may
exercise this “blackout right” only once in any 12-month
period. In such event, the one-year period in which Invus may
initiate a rights offering (and, if the blackout period occurs during the
period in which Invus may initiate the first rights offering, the second
rights offering trigger date) will be tolled by a number of days equal to
the aggregate number of days the blackout period is in
effect.
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·
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The
amended securities purchase agreement will permit us, at our option, to
file and use a shelf registration statement for purposes of any rights
offerings rather than filing a new registration statement after receiving
a rights offering notice.
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·
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The
amended securities purchase agreement will change the timing of the
pricing of a rights offering from the time of delivery of notice by Invus
of its exercise of its right to require us to conduct such rights offering
to the time the record date for the distribution of the rights to our
stockholders is established by our board of
directors.
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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
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—Amendment,
dated October 7, 2009, to Securities Purchase Agreement, dated
June 17, 2007, with Invus,
L.P.
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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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Date: October
7, 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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