-----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, OQd4Gd+oPevTM5BAMgu4ZnZGgKJF7209lv2UqbADkOhxklIEPHdLXky1P959Bw2V O8WK6o1UOHBYp6MYqUUL7A== 0001157523-03-006704.txt : 20031114 0001157523-03-006704.hdr.sgml : 20031114 20031114115238 ACCESSION NUMBER: 0001157523-03-006704 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031114 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROGENICS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000835887 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133379479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23143 FILM NUMBER: 031001633 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9147892800 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 8-K 1 a4516709.txt PROGENICS 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 Date of Report (Date of earliest event reported) November 14, 2003 Progenics Pharmaceuticals, Inc. ------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-23143 13-3379479 -------- ---------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 777 Old Saw Mill River Road, Tarrytown, New York 10591 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (914) 789-2800 ------------- -------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 7. Financial Statements and Exhibits. (c) Exhibits EXHIBIT NUMBER DESCRIPTION Exhibit 99.1 Press Release dated November 14, 2003 (filed herewith). Item 9. Regulation FD Disclosure. On November 14, 2003, Progenics Pharmaceuticals, Inc. (the "Company") issued a press release announcing the pricing of its public offering of 3.25 million share of its common stock at a price of $16.25 per share. Net proceeds to the Company after expenses are expected to be approximately $48.9 million. The Company has also granted an option to the underwriters to purchase an additional 487,500 shares of common stock. A copy of the press release is attached as Exhibit 99.1. The information furnished pursuant to Item 9 in this Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. We undertake no duty or obligation to publicly update or revise the information furnished pursuant to Item 9 in this Form 8-K. 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. PROGENICS PHARMACEUTICALS, INC. By: /s/ PHILIP K. YACHMETZ ----------------------- Philip K. Yachmetz Vice President, General Counsel and Secretary Date: November 14, 2003 ----------------- EX-99 3 a4516709ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Progenics Prices 3.25 Million Common Shares in $52.8 Million Follow-on Offering TARRYTOWN, N.Y.--(BUSINESS WIRE)--Nov. 14, 2003--Progenics Pharmaceuticals, Inc. (Nasdaq: PGNX) today announced the pricing of its public offering of 3.25 million shares of its common stock at a price of $16.25 per share. Net proceeds to the Company after expenses are expected to be approximately $48.9 million. The Company has also granted an option to the underwriters to purchase an additional 487,500 shares of common stock. The Company intends to use the proceeds from the offering for working capital and general corporate purposes, including, without limitation, the funding of clinical trials of product candidates, expansion of its manufacturing facilities and research and development projects. The underwriters for this offering include joint-lead managers Citigroup and CIBC World Markets Corp. and co-managers Lazard; Legg Mason Wood Walker, Incorporated; and Punk, Ziegel & Company. A registration statement relating to these securities was filed with and has been declared effective by the U.S. Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities of Progenics, and there shall be no 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 laws of any such state or jurisdiction. This offering of the shares of common stock may be made only by means of a prospectus, copies of which can be obtained from Citigroup, 388 Greenwich Street, New York, New York 10013; CIBC World Markets Corp., 417 Fifth Avenue, New York, New York 10016; Lazard, 30 Rockefeller Plaza, New York, New York 10020; Legg Mason Wood Walker, Incorporated, 100 Light Street, Baltimore, Maryland 21202; or Punk, Ziegel & Company, 520 Madison Avenue, New York, New York 10022. CONTACT: Progenics Pharmaceuticals, Inc. Richard W. Krawiec, Ph.D., 914-789-2800 rkrawiec@progenics.com -----END PRIVACY-ENHANCED MESSAGE-----