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InterMune 8-K 2007 Table of Contents
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): September 20, 2007
InterMune, Inc.
(Exact name of registrant as specified in its charter)
(415) 466-2200
(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:
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Item 8.01 Other Events.
On September 20, 2007,
InterMune, Inc. (the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Goldman, Sachs & Co., Deutsche Bank Securities Inc. and CIBC
World Markets Corp. (collectively, the “Underwriters”) relating to the public offering, issuance
and sale (the
“Offering”) of 3,500,000 shares of the Company’s common stock, par value $0.001 per share.
Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase such
shares of common stock from the Company at a price of $18.33 per
share, which will result in $64.2 million of
proceeds to the Company before deducting offering expenses. The shares of common stock will be
listed on the Nasdaq Global Market. The Company also granted the Underwriters a 30-day option to
purchase up to an additional 525,000 shares of common stock. All of the shares in the Offering
are being sold by the Company.
The Offering is being made pursuant to the Company’s effective shelf registration statement on
Form S-3 (Registration No. 333-139713) previously filed with the Securities and Exchange Commission
(the “SEC”). The Company has filed a prospectus supplement, dated September 20, 2007, relating to
the issuance and sale of the shares with the SEC.
The
Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated
herein by reference. The foregoing description of the terms of the Underwriting Agreement is
qualified in its entirety by reference to such exhibit.
In
a press release issued on September 21, 2007, the Company announced the pricing of the
Offering at a price to the public of $19.50 per share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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