-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V9OioIZoyAa2zq7oboqH5Mr6Sk3hw8S5DNlp+KDg9K82Ip84iEdEVgetFW8zO6he H1MEmnTDFMYrt9v3WkSLag== 0000950123-03-010054.txt : 20030903 0000950123-03-010054.hdr.sgml : 20030903 20030903155437 ACCESSION NUMBER: 0000950123-03-010054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030902 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15190 FILM NUMBER: 03879205 BUSINESS ADDRESS: STREET 1: 58 SOUTH SERVICE RD. STREET 2: SUITE 110 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-962-2000 MAIL ADDRESS: STREET 1: 58 SOUTH SERVICE RD. STREET 2: SUITE 110 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 8-K 1 y89694ke8vk.txt FORM 8-K 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 September 2, 2003 ----------------- Date of Report (Date of earliest event reported) OSI PHARMACEUTICALS, INC. ------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-15190 13-3159796 ---------------- ------- -------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 58 SOUTH SERVICE ROAD MELVILLE, NY 11747 ---------------------------- (Address of principal executive offices) (631) 962-2000 ------------------------ (Registrant's telephone number, including area code) N/A ----------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On September 2, 2003 and September 3, 2003, OSI Pharmaceuticals, Inc., a Delaware corporation, issued press releases, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference. ITEM 7. EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release, dated September 2, 2003. 99.2 Press release, dated September 3, 2003. 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. Date: September 3, 2003 OSI PHARMACEUTICALS, INC. By:/s/ Robert L. Van Nostrand -------------------------------- Robert L. Van Nostrand Vice President and Chief Financial Officer (Principal Financial Officer) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release, dated September 2, 2003. 99.2 Press release, dated September 3, 2003. EX-99.1 3 y89694kexv99w1.txt PRESS RELEASE Exhibit 99.1 NEWS RELEASE Contact: OSI Pharmaceuticals, Inc. Burns McClellan (representing OSI) Kathy Galante Kathy Jones, Ph.D. (media) Director Blair Clark (investors) Investor & Public Relations (212) 213-0006 (631) 962-2000 OSI PHARMACEUTICALS ANNOUNCES PROPOSED $135 MILLION CONVERTIBLE NOTES OFFERING MELVILLE, NEW YORK -SEPTEMBER 2, 2003 - OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) announced today that it proposes to offer a new issue of $135 million of Convertible Notes due 2023. These notes will be convertible into OSI Pharmaceuticals, Inc. common stock at a price to be determined. The Company is also offering up to an additional $15 million of the convertible note to cover any over allotment. OSI intends to use up to $20 million of the proceeds from the sale of the notes to repurchase outstanding shares of its common stock in transactions negotiated concurrently with the offering of the notes. OSI intends to use the balance of the net proceeds to support the continued development of its integrated oncology franchise, including possible acquisition of external assets and for general corporate purposes. The notes will be issued in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The notes and the shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption form registration requirements. This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction. This announcement may contain, in addition to historical information, certain forward-looking statements that involve risks and uncertainties. Such statements with respect to OSI reflect the current views of OSI's management and are based on certain assumptions. Actual results for OSI could differ materially from those currently anticipated as a result of a number of factors, including risks and uncertainties discussed in OSI's filings with the U.S. Securities and Exchange Commission. OSI is developing several products for potential future marketing. There can be no assurance that such development efforts will succeed, that such products will receive required regulatory clearance or that, even if such regulatory clearance were received, such products would ultimately achieve commercial success. ### EX-99.2 4 y89694kexv99w2.txt PRESS RELEASE EXHIBIT 99.2 NEWS RELEASE Contact: OSI Pharmaceuticals, Inc. Burns McClellan (representing OSI) Kathy Galante Kathy Jones, Ph.D. (media) Director Blair Clark (investors) Investor & Public Relations (212) 213-0006 (631) 962-2000 OSI PHARMACEUTICALS ANNOUNCES TERMS OF $135 MILLION OF CONVERTIBLE SENIOR NOTES MELVILLE, N.Y--(BUSINESS WIRE)--Sept. 3, 2003--OSI Pharmaceuticals, Inc. (NASDAQ:OSIP) announced that it has agreed to issue $135 million of convertible senior notes due 2023. The initial purchasers of the notes have an option, exercisable within 30 days following the date of issuance of the notes, to purchase an additional $15 million of the notes on the same terms. The notes will bear interest at 3.25 percent per annum payable semi-annually. The notes will be convertible into OSI Pharmaceuticals common stock at an initial conversion price (subject to adjustment) of $50.02 per share, representing a conversion premium of 32.5 percent over the closing bid price of $37.75 of the OSI common stock on the Nasdaq National Market on September 2, 2003. The sale of the notes is expected to close on September 8, 2003. On or after September 8, 2008, OSI may at its option redeem all or a portion of the notes for cash at a redemption price equal to 100 percent of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest. In addition, on each of September 8, 2008, September 8, 2013, and September 8, 2018, holders may require OSI to purchase all or a portion of their notes for cash at 100 percent of the principal amount of the notes to be purchased, plus any accrued and unpaid interest. As announced yesterday, OSI expects to use up to $20 million of the proceeds of the offering to repurchase shares of its common stock in transactions negotiated concurrently with the offering. The company intends to use approximately $12.5 million of the net proceeds to purchase U.S. treasury securities to be pledged as security for the notes, in an amount sufficient to pay the first six interest payments on the notes, and to use the balance of the net proceeds to support the continued development of its integrated oncology franchise, including possible acquisition of external assets and for general corporate purposes. The notes will be issued in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The notes and the shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction. This announcement may contain, in addition to historical information, certain forward-looking statements that involve risks and uncertainties. Such statements with respect to OSI reflect the current views of OSI's management and are based on certain assumptions. Actual results for OSI could differ materially from those currently anticipated as a result of a number of factors, including risks and uncertainties discussed in OSI's filings with the U.S. Securities and Exchange Commission. OSI is developing several products for potential future marketing. There can be no assurance that such development efforts will succeed, that such products will receive required regulatory clearance or that, even if such regulatory clearance were received, such products would ultimately achieve commercial success. -----END PRIVACY-ENHANCED MESSAGE-----