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
14, 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 14, 2009, Lexicon Pharmaceuticals, Inc. (the “
Company
”) completed
the sale of 22,878,187 shares of the Company’s common stock, par value $0.001
per share (the “
Common
Stock
”), including 2,984,111 shares of Common Stock upon exercise of the
underwriters’ over-allotment option, under the Underwriting Agreement dated
October 8, 2009 among the Company and Morgan Stanley & Co. Incorporated and
Thomas Weisel Partners LLC. On October 14, 2009, the Company also
completed the sale of 13,439,257 shares of Common Stock under the Purchase
Agreement dated October 8, 2009 between the Company and Invus, L.P. (“
Invus
”) and entered
into a Purchase Agreement Supplement for the purchase by Invus of an additional
2,015,888 shares of Common Stock. The sale of the additional shares
to Invus is expected to close on October 15, 2009. The net proceeds
to Lexicon from the offering are approximately $55.2 million, after deducting
the underwriting discount and estimated offering expenses and giving effect to
the anticipated receipt of proceeds from the sale of additional shares to Invus
pursuant to the Purchase Agreement Supplement.
The
Purchase Agreement Supplement is filed as Exhibit 10.1 to this report and is
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
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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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—
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Purchase
Agreement Supplement with Invus, L.P. dated October 14,
2009
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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
14, 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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Purchase
Agreement Supplement with Invus, L.P. dated October 14,
2009
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