UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 21, 2006
ALEXION PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-27756 | 13-3648318 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
352 Knotter Drive, Cheshire, Connecticut 06410
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (203) 272-2596
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):
| ¨ | 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)) |
Item 8.01 Other Events.
On November 21, 2006, Alexion Pharmaceuticals, Inc. issued a press release announcing the closing of its public offering of 3,450,000 shares of common stock.
A copy of that press release is filed as Exhibit 99.1 to this Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release issued by Alexion Pharmaceuticals, Inc. on November 21, 2006. |
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.
| ALEXION PHARMACEUTICALS, INC. | ||||
| By: | /s/Thomas I. H. Dubin | |||
| Date: November 22, 2006 | Name: | Thomas I. H. Dubin | ||
| Title: | Senior Vice President and General Counsel | |||
Index to Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Alexion Pharmaceuticals, Inc. on November 21, 2006. |
Exhibit 99.1
| Contact: | Alexion Pharmaceuticals, Inc. Leonard Bell, MD Chief Executive Officer 203-272-2596 |
Noonan Russo Matt Haines (Media) 212-845-4235 |
Rx Communications Rhonda Chiger (Investor) 917-322-2569 |
Alexion Pharmaceuticals Announces Closing of Public Offering of Stock
CHESHIRE, Conn., Nov. 21 — Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN - News) today reported the closing of its previously announced underwritten public offering of 3,450,000 shares of its common stock, which included 450,000 shares issued upon full exercise by the underwriters of an over-allotment option, all at a price to the public of $43 per share. All of the shares were sold by Alexion. The aggregate net proceeds of the offering, after payment of the underwriting discount and estimated offering expenses, are approximately $140 million.
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated acted as joint book-running managers for the offering. Bear, Stearns & Co. Inc., Credit Suisse, Cowen and Company, LLC and Piper Jaffray & Co. acted as co-managers for the offering.
A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. The offering was made only by means of a prospectus supplement and accompanying prospectus. Copies of the prospectus supplement and the accompanying prospectus may be obtained by sending a request to Goldman, Sachs & Co., Attn: Prospectus Department, 85 Broad Street, New York, New York 10004, Fax: (212) 902-9316 or Email at prospectus-ny@ny.email.gs.com, or to Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, New York, New York 10004, (212) 761-4000.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About Alexion
Alexion Pharmaceuticals is a biotechnology company working to develop and deliver life-changing drug therapies for patients with serious and life- threatening medical conditions. Alexion is engaged in the discovery and development of therapeutic products aimed at treating patients with a wide array of severe disease states, including hematologic diseases, cancer, and autoimmune disorders.