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Arena Pharmaceuticals 8-K 2005

Documents found in this filing:

  1. 8-K
  2. Ex-1.1
  3. Ex-99.1
  4. Ex-99.1

 

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):  February 1, 2005

 


 

ARENA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-31161

 

23-2908305

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS EmployerA
Identification No.)

 

6166 Nancy Ridge Drive, San Diego, California 92121

(Address of principal executive offices, including zip code)

 

(858) 453-7200

(Registrant’s telephone number, including area code)

 

N/A

(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):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 8.01. Other Events.

 

On February 1, 2005, Arena Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with CIBC World Markets Corp., as representative of the several underwriters named therein (collectively, the “Underwriters”), related to a public offering of 7,500,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). The price to the public is $6.00 per share, and the underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $5.64 per share. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,125,000 shares of Common Stock to cover over-allotments, if any. The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-115670) previously filed with the Securities and Exchange Commission (the “SEC”). The Underwriting Agreement is filed as Exhibit 1.1 to this Report, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

 

The Company’s press release announcing the pricing of the public offering is filed as Exhibit 99.1 to this Report and is incorporated by reference herein.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(c)

Exhibits

 

Number 

 

Description

    1.1

 

Underwriting Agreement, dated February 1, 2005.

 

 

 

    99.1

 

Press Release dated February 1, 2005.

 

2



 

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 hereunto duly authorized.

 

 

 

Arena Pharmaceuticals, Inc.,
a Delaware corporation

 

 

 

 

 

 

Date: February 1, 2005

By:

/s/ Steven W. Spector

 

 

Steven W. Spector, 

 

 

Senior Vice President, General Counsel and Secretary

 

3



 

EXHIBIT INDEX

 

 

Number 

 

Description

    1.1

 

Underwriting Agreement, dated February 1, 2005.

 

 

 

    99.1

 

Press Release dated February 1, 2005.

 

4


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