8-K 1 h40512e8vk.txt FORM 8-K ================================================================================ 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 20, 2006 LEXICON GENETICS INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 000-30111 76-0474169 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) NUMBER) IDENTIFICATION NUMBER)
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: [ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On October 20, 2006, Lexicon Genetics Incorporated (the "Company") entered into a Placement Agency Agreement with Banc of America Securities LLC and Lazard Capital Markets LLC relating to the offering, issuance and sale to selected institutional investors (the "Investors") of up to 10,582,011 shares (the "Shares") of the Company's common stock, par value $.001 per share. On October 20, 2006, the Company also entered into a Purchase Agreement with each of the Investors for their purchase of the Shares. On October 23, 2006, the Company issued a press release announcing the offering. The Placement Agency Agreement, form of Purchase Agreement, and press release are filed as Exhibits 1.1, 10.1 and 99.1 to this report, respectively, and are each incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits
EXHIBIT NO. DESCRIPTION ----------- ----------- 1.1 -- Placement Agency Agreement with Banc of America Securities LLC and Lazard Capital Markets LLC dated October 20, 2006 5.1 -- Opinion of Vinson & Elkins L.L.P. 10.1 -- Form of Purchase Agreement with selected institutional investors dated October 20, 2006 23.1 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) 99.1 -- Press Release dated October 23, 2006
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 thereunto duly authorized. LEXICON GENETICS INCORPORATED Date: October 23, 2006 By: /s/ JEFFREY L. WADE ------------------------------------ Jeffrey L. Wade Executive Vice President and General Counsel 3 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION ----------- ----------- 1.1 -- Placement Agency Agreement with Banc of America Securities LLC and Lazard Capital Markets LLC dated October 20, 2006 5.1 -- Opinion of Vinson & Elkins L.L.P. 10.1 -- Form of Purchase Agreement with selected institutional investors dated October 20, 2006 23.1 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) 99.1 -- Press Release dated October 23, 2006