Current Report Filing (8-k)
April 03 2014 - 2:40PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 2, 2014
BG Medicine, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
001-33827
(Commission File Number)
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Delaware |
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04-3506204 |
(State or Other Jurisdiction
of Incorporation) |
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(IRS Employer
Identification No.) |
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880 Winter Street, Suite 210, Waltham, Massachusetts |
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02451 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(781) 890-1199
(Registrants Telephone Number, Including Area Code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. |
Entry into a Material Definitive Agreement. |
On April 3, 2014, BG Medicine, Inc.
(the Company), entered into an underwriting agreement (the Underwriting Agreement) with Lazard Capital Markets LLC (the Underwriter) pursuant to which the Company agreed to sell to the Underwriter in a firm
commitment underwritten public offering an aggregate of 6,452,000 shares of the Companys common stock, par value $0.001 per share (the Shares, and the offering of the Shares, the Offering), at a price to the public of
$1.55 per share, less underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company has granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 967,800 shares. The net proceeds
to the Company from the Offering are expected to be approximately $8.9 million, after deducting underwriting discounts and commissions and estimated expenses payable by the Company, assuming no exercise by the Underwriter of its option to purchase
additional shares of common stock. The transactions contemplated by the Underwriting Agreement are expected to close on April 8, 2014, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to the Companys effective shelf registration statement on Form S-3 (Registration
No. 333-181699) (the Registration Statement) as supplemented by a preliminary prospectus supplement filed with the Securities and Exchange Commission (the SEC) and a final prospectus supplement to be filed with the SEC
(the Prospectus Supplements) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The
Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk
between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The foregoing description of
the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. Investors should review that document as well as the Registration Statement and Prospectus
Supplements for a complete understanding of the terms and conditions associated with the Offering.
This Current Report contains
forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include the
Companys ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Companys SEC filings.
A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the shares
in the Offering is attached as Exhibit 5.1 hereto.
On April 2, 2014, the Company issued a press release announcing the
commencement of the then-proposed Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On April 3, 2014, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
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Description |
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1.1 |
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Underwriting Agreement, dated April 3, 2014, between the Company and Lazard Capital Markets LLC. |
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5.1 |
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
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23.1 |
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1). |
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99.1 |
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Press Release, dated April 2, 2014. |
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99.2 |
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Press Release, dated April 3, 2014. |
SIGNATURE
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.
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BG MEDICINE, INC. |
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Date: April 3, 2014 |
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/s/ Stephen P. Hall |
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Stephen P. Hall Executive Vice President &
Chief Financial Officer |
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