- Current report filing (8-K)
October 09 2009 - 8:33AM
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
8, 2009
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-30111
|
76-0474169
|
(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)
|
|
□
|
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))
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Item
1.01
|
Entry
into a Material Definitive
Agreement
|
On
October 8, 2009, Lexicon Pharmaceuticals, Inc. (the “
Company
”) entered
into an Underwriting Agreement with Morgan Stanley & Co. Incorporated and
Thomas Weisel Partners LLC for the public offering, issuance and sale
of 19,894,076 shares of the Company’s common stock, par value $0.001 per
share (the “
Common
Stock
”), plus an additional 2,984,111 shares of Common Stock solely
to cover over-allotments, if any. On October 8, 2009, the Company
also entered into a Purchase Agreement with Invus, L.P. (“
Invus
”) for its
purchase of 13,439,257 shares of Common Stock. On October 8,
2009, the Company issued a press release announcing the offering.
The
Underwriting Agreement, Purchase Agreement, and press release are filed as
Exhibits 1.1, 10.1 and 99.1 to this report, respectively, and are each
incorporated herein by reference.
The
Company and Invus are also parties to a Securities Purchase Agreement, dated
June 17, 2007 and amended October 7, 2009, and a Stockholders’ Agreement and
Registration Rights Agreement, each dated June 17, 2007.
Item
9.01
|
Financial
Statements and Exhibits
|
(d) Exhibits
Exhibit No.
|
|
Description
|
1.1
|
—
|
Underwriting
Agreement with Morgan Stanley & Co. Incorporated and Thomas Weisel
Partners LLC dated October 8, 2009
|
5.1
|
—
|
Opinion
of Vinson & Elkins L.L.P.
|
10.1
|
—
|
Purchase
Agreement with Invus, L.P. dated October 8, 2009
|
23.1
|
—
|
Consent
of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
|
99.1
|
—
|
Press
Release dated October 8,
2009
|
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.
|
Lexicon
Pharmaceuticals, Inc.
|
|
|
|
|
|
|
Date: October
8, 2009
|
By:
|
/s/
Jeffrey L. Wade
|
|
|
Jeffrey
L. Wade
|
|
|
Executive Vice
President
and
|
|
|
General
Counsel
|
Index
to Exhibits
Exhibit No.
|
|
Description
|
1.1
|
—
|
Underwriting
Agreement with Morgan Stanley & Co. Incorporated and Thomas Weisel
Partners LLC dated October 8, 2009
|
5.1
|
—
|
Opinion
of Vinson & Elkins L.L.P.
|
10.1
|
—
|
Purchase
Agreement with Invus, L.P. dated October 8, 2009
|
23.1
|
—
|
Consent
of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
|
99.1
|
—
|
Press
Release dated October 8,
2009
|
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