e424b5
The
information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating
to these securities has been declared effective by the
Securities and Exchange Commission. This preliminary prospectus
supplement and the accompanying prospectus are not an offer to
sell these securities, and we are not soliciting offers to buy
these securities in any state or other jurisdiction where the
offer or sale is not permitted.
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Filed Pursuant to
Rule 424(b)(5)
Registration File No. 333-178489
Subject to
Completion, dated December 14, 2011
Preliminary Prospectus
Supplement (to Prospectus dated December 14,
2011)
shares
Common stock
We are
offering shares
of our common stock.
Our common stock is listed on The NASDAQ Global Market under the
symbol ARIA. The last reported sale price on
December 13, 2011 was $11.01 per share.
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Per share
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Total
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Public offering price
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$
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$
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Underwriting discounts and commissions
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$
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$
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Proceeds, before expenses, to us
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$
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$
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We have granted the underwriters an option for a period of up to
30 days from the date of this prospectus supplement to
purchase up
to
additional shares of our common stock at the public offering
price less the underwriting discounts and commissions to cover
over-allotments, if any.
Investing in our common stock involves risks. See Risk
Factors on
page S-4.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares on or about
December , 2011.
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J.P.
Morgan |
Cowen and Company |
Jefferies |
December , 2011
Table of
contents
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Prospectus supplement
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About this prospectus supplement
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S-ii
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Prospectus supplement summary
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S-1
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Risk factors
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S-4
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Special note regarding forward-looking statements
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S-5
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Use of proceeds
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S-6
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Dilution
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S-7
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Price range of common stock
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S-8
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Dividend policy
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S-8
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Underwriting
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S-9
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Legal matters
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S-14
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Experts
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S-14
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Where you can find more information
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S-14
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Incorporation of certain information by reference
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S-15
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Prospectus
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About this prospectus
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1
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About ARIAD Pharmaceuticals, Inc.
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1
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Where you can find more information
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2
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Incorporation of documents by reference
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2
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Risk factors
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4
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Special note regarding forward-looking statements
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4
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Ratio/Deficiency of earnings to fixed charges
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5
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Use of proceeds
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5
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Description of common stock
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5
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Description of preferred stock
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6
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Description of debt securities
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7
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Description of warrants
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12
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Description of units
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13
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Selling securityholders
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14
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Certain provisions of Delaware law and of the companys
certificate of incorporation and by-laws
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14
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Legal matters
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15
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Experts
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15
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About this
prospectus supplement
This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this common
stock offering and also adds to and updates information
contained in the accompanying prospectus and the documents
incorporated by reference herein. The second part, the
accompanying prospectus, provides more general information.
Generally, when we refer to this prospectus, we are referring to
both parts of this document combined. To the extent there is a
conflict between the information contained in this prospectus
supplement and the information contained in the accompanying
prospectus or any document incorporated by reference therein
filed prior to the date of this prospectus supplement, you
should rely on the information in this prospectus supplement;
provided that if any statement in one of these documents is
inconsistent with a statement in another document having a later
datefor example, a document incorporated by reference in
the accompanying prospectusthe statement in the document
having the later date modifies or supersedes the earlier
statement.
We further note that the representations, warranties and
covenants made by us in any agreement that is filed as an
exhibit to any document that is incorporated by reference herein
were made solely for the benefit of the parties to such
agreement, including, in some cases, for the purpose of
allocating risk among the parties to such agreements, and should
not be deemed to be a representation, warranty or covenant to
you. Moreover, such representations, warranties or covenants
were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied
on as accurately representing the current state of our affairs.
You should rely only on the information contained in this
prospectus supplement or the accompanying prospectus, or
incorporated by reference herein. We have not authorized, and
the underwriters have not authorized, anyone to provide you with
information that is different. The information contained in this
prospectus supplement or the accompanying prospectus, or
incorporated by reference herein is accurate only as of the
respective dates thereof, regardless of the time of delivery of
this prospectus supplement and the accompanying prospectus or of
any sale of our common stock. It is important for you to read
and consider all information contained in this prospectus
supplement and the accompanying prospectus, including the
documents incorporated by reference herein and therein, in
making your investment decision. You should also read and
consider the information in the documents to which we have
referred you in the sections entitled Where you can find
more information and Incorporation of certain
information by reference in this prospectus supplement and
in the sections entitled Where you can find more
information and Incorporation of documents by
reference in the accompanying prospectus, respectively.
We are offering to sell, and seeking offers to buy, shares of
our common stock only in jurisdictions where offers and sales
are permitted. The distribution of this prospectus supplement
and the accompanying prospectus and the offering of the common
stock in certain jurisdictions may be restricted by law. Persons
outside the United States who come into possession of this
prospectus supplement and the accompanying prospectus must
inform themselves about, and observe any restrictions relating
to, the offering of the common stock and the distribution of
this prospectus supplement and the accompanying prospectus
outside the United States. This prospectus supplement and the
accompanying prospectus do not constitute, and may not be used
in connection with, an offer to sell, or a solicitation of an
offer to buy, any securities offered by this prospectus
supplement and the accompanying prospectus by any person in any
jurisdiction in which it is unlawful for such person to make
such an offer or solicitation.
S-ii
All references in this prospectus supplement and the
accompanying prospectus to ARIAD, the
Company, we, us,
our, or similar references refer to ARIAD
Pharmaceuticals, Inc. and our subsidiaries, except where the
context otherwise requires or as otherwise indicated.
ARIAD®
and the ARIAD logo are our registered trademarks. Other service
marks, trademarks and trade names appearing in this prospectus
supplement or the accompanying prospectus are the property of
their respective owners.
S-iii
Prospectus
supplement summary
This summary highlights information contained elsewhere or
incorporated by reference in this prospectus supplement and the
accompanying prospectus. This summary does not contain all of
the information that you should consider before deciding to
invest in our common stock. You should read this entire
prospectus supplement and the accompanying prospectus carefully,
including the Risk factors section contained in this
prospectus supplement, our consolidated financial statements and
the related notes thereto and the other documents and
information incorporated by reference in this prospectus
supplement and the accompanying prospectus and the information
included in any free writing prospectus that we have authorized
for use in connection with this offering.
ARIAD
Pharmaceuticals, Inc.
Overview
ARIADs vision is to transform the lives of cancer patients
with breakthrough medicines. Our mission is to discover, develop
and commercialize small-molecule drugs to treat cancer in
patients with the greatest and most urgent unmet medical
needaggressive cancers where current therapies are
inadequate.
We are building a pipeline of product candidates that has the
potential to expand and improve current treatment options for
patients with cancer. Each of our product
candidatesponatinib, AP26113 and ridaforolimuswas
discovered internally by our scientists based on our expertise
in cell-signaling, cancer biology and structure-based drug
design. We believe that our product candidates have the
potential to treat multiple cancer indications and we anticipate
pursuing broad development of each.
Ponatinib is an investigational pan BCR-ABL inhibitor that we
believe has broad potential applications in various
hematological cancers and solid tumors. In the third quarter of
2011, we completed enrollment of approximately 450 patients
in a pivotal Phase 2 clinical trial of ponatinib in patients
with chronic myeloid leukemia, or CML, or Philadelphia-positive
acute lymphoblastic leukemia, or Ph+ ALL. Subject to further
patient follow-up and data analysis in this trial, we expect to
file for marketing approval of ponatinib in this indication in
the middle of 2012. Subject to obtaining marketing approval, we
intend to commercialize ponatinib in the United States, Europe
and other markets around the world.
AP26113 is an investigational dual inhibitor of anaplastic
lymphoma kinase, or ALK, and epidermal growth factor receptor,
or EGFRtwo clinically validated targets in non-small cell
lung cancer, or NSCLC. In the third quarter of 2011 we commenced
a
Phase 1/2
clinical trial to determine the initial safety, tolerability,
pharmacokinetic profile, recommended dose and preliminary
anti-tumor activity of AP26113.
Ridaforolimus is an investigational mTOR inhibitor that we
discovered and licensed in 2010 to Merck & Co., Inc.,
or Merck. Merck is responsible for all activities related to the
development, manufacturing and commercialization of
ridaforolimus in oncology and funds 100 percent of all
ridaforolimus costs. We intend to co-promote ridaforolimus in
the United States, if approved. In the third quarter of 2011,
Merck filed in both Europe and the United States for regulatory
approval of ridaforolimus in patients with metastatic
soft-tissue and bone sarcomas who had a favorable response to
chemotherapy. Under the license agreement, Merck has agreed to
pay us milestone payments based on specified regulatory
submissions and approvals of ridaforolimus in multiple cancer
indications and achievement of specified sales thresholds, as
well as royalties upon commercialization of ridaforolimus.
S-1
Our goal is to build a fully integrated oncology company. We are
focused on building a commercial organization to market,
distribute and sell our products upon regulatory approval in the
United States, Europe and other markets around the world.
Company
information
We were organized as a Delaware corporation in April 1991. Our
corporate headquarters are located at 26 Landsdowne Street,
Cambridge, Massachusetts
02139-4234,
and our telephone number is
(617) 494-0400.
We maintain an internet website at www.ariad.com. The
information on our website and any other website is not
incorporated by reference into this prospectus supplement or the
accompanying prospectus and does not constitute a part of this
prospectus supplement or the accompanying prospectus.
S-2
The
offering
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Common stock offered by us in this offering |
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shares |
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Common stock to be outstanding after this offering |
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shares |
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Use of proceeds |
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We intend to use the net proceeds of this offering for our
operations, including, but not limited to, research and
development, clinical trials, preparation and submission of
regulatory approval filings, product manufacturing, sales,
marketing and distribution, including building our
commercialization capabilities in the United States, Europe and
other markets, and working capital, and for other general
corporate purposes, including, but not limited to, repayment or
refinancing of existing indebtedness or other corporate
borrowings, capital expenditures and possible acquisitions. See
Use of proceeds. |
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Risk factors |
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You should read the Risk factors section of this
prospectus supplement on
page S-4
for a discussion of factors to consider before deciding to
purchase shares of our common stock. |
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Over-allotment option |
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We have granted the underwriters an option for a period of up to
30 days from the date of this prospectus supplement to
purchase up to additional shares of common stock at the public
offering price less the underwriting discounts and commissions
to cover over-allotments, if any. |
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NASDAQ Global Market symbol |
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ARIA |
The number of shares of common stock to be outstanding after
this offering is based on 132,819,424 shares outstanding as
of September 30, 2011, and excludes as of such date:
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6,920,610 shares of our common stock issuable upon exercise
of stock options outstanding under our stock plans, at a
weighted average exercise price of $5.06;
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2,776,684 shares of our common stock issuable upon vesting
of restricted stock units outstanding under our stock plans;
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3,935,842 shares of our common stock available for future
grant or issuance pursuant to our employee stock purchase and
stock plans; and
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5,805,843 shares of our common stock issuable upon exercise
of outstanding warrants, at an exercise price of $2.15 per share.
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Unless we specifically state otherwise, all information in
this prospectus supplement assumes that the underwriters do not
exercise their option to purchase up
to
additional shares of our common stock.
S-3
Risk
factors
Investing in our common stock involves significant risks. In
addition to the risk factors described below and the other
information included or incorporated by reference in this
prospectus supplement and the accompanying prospectus, you
should carefully consider the risks described in Part I.
Item 1A.Risk Factors in our Annual Report
on
Form 10-K
for the year ended December 31, 2010, which we have filed
with the Securities and Exchange Commission, or the SEC, and
which is incorporated by reference herein, before making an
investment decision. We caution you that the risks and
uncertainties we have described, among others, could cause our
actual results to differ materially from those expressed in
forward-looking statements made by us or on our behalf in
filings with the SEC, press releases, communications with
investors and oral statements. Any or all such forward-looking
statements we make may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or by known or
unknown risks and uncertainties. Consequently, no results
expressed by our forward-looking statements can be guaranteed.
Actual future results may differ materially from those
anticipated in forward-looking statements. We undertake no
obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise. You are
advised, however, to consult any further disclosure we make in
our reports filed with the SEC.
Risks relating to
this offering
Investors in
this offering will pay a much higher price than the book value
of our stock.
If you purchase common stock in this offering, you will incur an
immediate and substantial dilution in net tangible book value of
$ per share, after giving effect
to the sale by us
of shares
in this offering at the public offering price of
$ per share. In addition, in the
past, we have issued options and warrants to acquire common
stock at prices significantly below the offering price. To the
extent these outstanding options and warrants are ultimately
exercised, you will incur additional dilution.
Our management
will have broad discretion over the use of the net proceeds from
this offering, and you may not agree with how we use the
proceeds and the proceeds may not be invested
successfully.
Our management will have broad discretion as to the use of the
net proceeds from any offering by us and could use them for
purposes other than those contemplated at the time of this
offering. Accordingly, you may be relying on the judgment of our
management with regard to the use of these net proceeds, and you
will not have the opportunity, as part of your investment
decision, to assess whether the proceeds are being used
appropriately. It is possible that the proceeds will be invested
in a way that does not yield a favorable, or any, return for
ARIAD.
Sales of a
significant number of shares of our common stock in the public
markets, or the perception that such sales could occur, could
depress the market price of our common stock.
Sales of a substantial number of shares of our common stock in
the public markets could depress the market price of our common
stock and impair our ability to raise capital through the sale
of additional equity securities. We, our directors and our
executive officers have agreed not to sell, dispose of or hedge
any common stock or securities convertible into or exchangeable
for shares of common stock during the period from the date of
this prospectus supplement continuing through and including the
date 60 days after the date of this prospectus supplement,
subject to certain exceptions. The underwriters may, in their
discretion, release the restrictions on any such shares at any
time without notice. We cannot predict the effect that future
sales of our common stock would have on the market price of our
common stock.
S-4
Special note
regarding forward-looking statements
This prospectus supplement, the accompanying prospectus, the
documents we have filed with the SEC that are incorporated by
reference and any free writing prospectus that we have
authorized for use in connection with this offering contain
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, or
the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. These
statements relate to future events or to our future operating or
financial performance and involve known and unknown risks,
uncertainties and other factors which may cause our actual
results, performance or achievements to be materially different
from any future results, performances or achievements expressed
or implied by the forward-looking statements. Forward-looking
statements may include, but are not limited to, statements about:
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the safety and efficacy of our product candidates;
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the progress, timing and results of clinical trials and research
and development efforts involving our product candidates,
including the expected timing for filing for marketing approval
of ponatinib;
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the submission of applications for and receipt of regulatory
clearances and approvals, including the timing thereof, of our
product candidates, ponatinib and ridaforolimus;
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our intention to commercialize ponatinib in the United States,
Europe and other markets around the world, subject to obtaining
marketing approval;
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our plans to conduct future clinical trials or research and
development efforts;
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estimates of the potential markets for our product candidates;
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our estimated expenditures and projected cash needs;
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our expectations about partnering, acquisitions, licensing and
marketing;
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the use of proceeds from this offering.
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In some cases, you can identify forward-looking statements by
terms such as may, will,
should, could, would,
expects, plans, anticipates,
believes, estimates,
projects, predicts,
potential and similar expressions intended to
identify forward-looking statements. These statements reflect
our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. We discuss many of these risks in
greater detail under the heading Risk factors on
page S-4
of this prospectus supplement and in our SEC filings. Also,
these forward-looking statements represent our estimates and
assumptions only as of the date of the document containing the
applicable statement.
You should read this prospectus supplement, the accompanying
prospectus, the documents we have filed with the SEC that are
incorporated by reference and any free writing prospectus that
we have authorized for use in connection with this offering
completely and with the understanding that our actual future
results may be materially different from what we expect. We
qualify all of the forward-looking statements in the foregoing
documents by these cautionary statements. Unless required by
law, we undertake no obligation to update or revise any
forward-looking statements to reflect new information or future
events or developments. Thus, you should not assume that our
silence over time means that actual events are bearing out as
expressed or implied in such forward-looking statements.
S-5
Use of
proceeds
We estimate that the net proceeds we will receive from this
offering, based on the public offering price of
$ per share, will be approximately
$ million, after deducting
the underwriting discounts and commission and estimated offering
expenses payable by us, or approximately
$ million if the underwriters
exercise their over-allotment option in full.
The net proceeds of this offering are expected to be used for:
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preparation and submission of filings for regulatory approval of
ponatinib in patients with CML and Ph+ALL with the U.S. Food and
Drug Administration and the European Medicines Agency, which we
would expect to file in mid-2012, subject to further patient
follow-up and data analysis in the PACE clinical trial;
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preparation for commercial launch of ponatinib in the United
States and Europe, and if approved, our sales, marketing and
distribution of ponatinib in these and other markets on our own,
allowing us to retain ponatinibs substantial potential
commercial value;
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additional clinical trials of ponatinib, including a Phase 3
trial in newly diagnosed CML patients and clinical trials of
ponatinib in Japan;
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expansion of development of ponatinib into other cancer
indications;
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completion of our current Phase 1/2 clinical trial of AP26113
and, depending on the results of the trial, conducting a pivotal
trial in patients with non-small cell lung cancer and funding
additional trials in the United States, Europe and Asia;
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discovery research efforts to add to our pipeline of product
candidates; and
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other general corporate purposes, including, but not limited to,
repayment or refinancing of existing indebtedness or other
corporate borrowings, capital expenditures and possible
acquisitions.
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We have not determined the amounts we plan to spend on any of
the areas listed above or the timing of these expenditures. The
amounts and timing of these expenditures will depend on a number
of factors, such as whether and when we receive any regulatory
approvals for our product candidates, including ponatinib, the
timing and progress of our research and development efforts,
technological advances and the competitive environment for our
product candidates. As a result, our management will have broad
discretion to allocate the net proceeds from this offering. We
have no current plans, commitments or agreements with respect to
any acquisitions and may not make any acquisitions. Pending
application of the net proceeds as described above, we may
initially invest the net proceeds in short-term,
investment-grade, interest-bearing securities or apply them to
the reduction of short-term indebtedness.
S-6
Dilution
The net tangible book value of our common stock on
September 30, 2011 was $20.6 million, or $0.16 per
share of common stock. Our net tangible book value per share is
calculated by subtracting our total liabilities from our total
tangible assets and dividing this amount by the number of shares
of our common stock outstanding on September 30, 2011.
After giving effect to the sale by us of
all shares
of common stock that we are offering at the public offering
price of $ per share and after
deducting the underwriting discounts and commissions and
estimated offering expenses payable by us, our as adjusted net
tangible book value as of September 30, 2011 would have
been $ million, or
$ per share of our common stock.
This represents an immediate increase in net tangible book value
of $ per share to our existing
stockholders and an immediate dilution in net tangible book
value of $ per share to new
investors purchasing common stock in this offering. The
following table illustrates this per share dilution:
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Public offering price per share
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$
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Net tangible book value per share as of September 30, 2011
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$
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0.16
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Increase per share attributable to new investors
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$
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As adjusted net tangible book value per share after the offering
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Dilution per share to new investors
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$
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If the underwriters exercise in full their option to
purchase
additional shares of common stock at the public offering price
of $ per share, the as adjusted
net tangible book value after this offering would be
$ per share, representing an
increase in net tangible book value of
$ per share to existing
stockholders and immediate dilution in net tangible book value
of $ per share to new investors
purchasing our common stock in this offering.
The information above does not include:
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6,920,610 shares of our common stock issuable upon exercise
of stock options outstanding under our stock plans as of
September 30, 2011, at a weighted average exercise price of
$5.06;
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2,776,684 shares of our common stock issuable upon vesting
of restricted stock units outstanding under our stock plans as
of September 30, 2011;
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3,935,842 shares of our common stock available as of
September 30, 2011 for future grant or issuance pursuant to
our employee stock purchase and stock plans; and
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5,805,843 shares of our common stock issuable upon exercise
of outstanding warrants as of September 30, 2011, at an
exercise price of $2.15 per share.
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To the extent options or warrants outstanding as of
September 30, 2011 have been or may be exercised or other
shares have been or are issued, there may be further dilution to
new investors.
S-7
Price range of
common stock
Our common stock is listed on The NASDAQ Global Market under the
symbol ARIA. The last reported sale price for our
common stock on December 13, 2011 was $11.01 per share. The
table below sets forth high and low sale prices for our common
stock during the periods indicated.
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High
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Low
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Fiscal Year ended December 31, 2009
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First Quarter
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$
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2.95
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$
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0.83
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Second Quarter
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1.93
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1.15
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Third Quarter
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3.48
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1.46
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Fourth Quarter
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2.69
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1.70
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Fiscal Year ended December 31, 2010
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First Quarter
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$
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3.92
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$
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2.06
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Second Quarter
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4.41
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2.80
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Third Quarter
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3.85
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2.57
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Fourth Quarter
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5.44
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3.51
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Fiscal Year ending December 31, 2011
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First Quarter
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$
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7.69
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$
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5.04
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Second Quarter
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11.94
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7.50
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Third Quarter
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13.50
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7.55
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Fourth Quarter (through December 13, 2011)
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12.50
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7.72
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Dividend
policy
We have not declared or paid dividends on our common stock in
the past and do not intend to declare or pay such dividends in
the foreseeable future. Our long-term debt agreement prohibits
the payment of cash dividends.
S-8
Underwriting
We are offering the shares of common stock described in this
prospectus through a number of underwriters. J.P. Morgan
Securities LLC, Cowen and Company, LLC and Jefferies &
Company, Inc. are acting as joint book-running managers of the
offering. We have entered into an underwriting agreement with
the underwriters. Subject to the terms and conditions of the
underwriting agreement, we have agreed to sell to the
underwriters, and each underwriter has severally agreed to
purchase, at the public offering price less the underwriting
discounts and commissions set forth on the cover page of this
prospectus, the number of shares of common stock listed next to
its name in the following table:
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Number of
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Name
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shares
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J.P. Morgan Securities LLC
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Cowen and Company, LLC
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Jefferies & Company, Inc.
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Total
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The underwriters are committed to purchase all the common shares
offered by us if they purchase any shares. The underwriting
agreement also provides that if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may also be
increased or the offering may be terminated.
The underwriters propose to offer the common shares directly to
the public at the public offering price set forth on the cover
page of this prospectus and to certain dealers at that price
less a concession not in excess of
$ per share. Any such dealers may
resell shares to certain other brokers or dealers at a discount
of up to $ per share from the
public offering price. After the public offering of the shares,
the offering price and other selling terms may be changed by the
underwriters. Sales of shares made outside of the United States
may be made by affiliates of the underwriters.
The underwriters have an option to buy up
to
additional shares of common stock from us to cover sales of
shares by the underwriters which exceed the number of shares
specified in the table above. The underwriters have 30 days
from the date of this prospectus to exercise this over-allotment
option. If any shares are purchased with this over-allotment
option, the underwriters will purchase shares in approximately
the same proportion as shown in the table above. If any
additional shares of common stock are purchased, the
underwriters will offer the additional shares on the same terms
as those on which the shares are being offered.
The underwriting fee is equal to the public offering price per
share of common stock less the amount paid by the underwriters
to us per share of common stock. The underwriting fee is
$ per share. The following table
shows the per share and total underwriting discounts and
commissions to be paid to the underwriters assuming both no
exercise and full exercise of the underwriters option to
purchase additional shares.
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Without
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With full
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over-allotment
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over-allotment
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exercise
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exercise
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Per Share
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$
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$
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Total
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$
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$
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S-9
We estimate that the total expenses of this offering, including
registration, filing and listing fees, printing fees and legal
and accounting expenses, but excluding the underwriting
discounts and commissions, will be approximately
$ . The aggregate value of all
compensation received or to be received by the participating
FINRA members does not exceed 8% of the offering proceeds.
A prospectus in electronic format may be made available on the
web sites maintained by one or more underwriters, or selling
group members, if any, participating in the offering. The
underwriters may agree to allocate a number of shares to
underwriters and selling group members for sale to their online
brokerage account holders. Internet distributions will be
allocated by the underwriters to selling group members that may
make Internet distributions on the same basis as other
allocations.
We have agreed that we will not (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right
or warrant to purchase or otherwise transfer or dispose of,
directly or indirectly, or file with the Securities and Exchange
Commission, or SEC, a registration statement under the
Securities Act of 1933, as amended, or the Securities Act,
relating to, any shares of our common stock or securities
convertible into or exchangeable or exercisable for any shares
of our common stock, or publicly disclose the intention to make
any offer, sale, pledge, disposition or filing, or
(ii) enter into any swap or other arrangement that
transfers, in whole or in part, any of the economic consequences
associated with the ownership of any shares of common stock or
any such other securities (regardless of whether any of these
transactions are to be settled by the delivery of shares of
common stock or such other securities, in cash or otherwise), in
each case without the prior written consent of J.P. Morgan
Securities LLC on behalf of the underwriters for a period of
60 days after the date of this prospectus. Notwithstanding
the foregoing, if (1) during the last 17 days of the
60-day
restricted period, we issue an earnings release or material news
or a material event relating to our company occurs; or
(2) prior to the expiration of the
60-day
restricted period, we announce that we will release earnings
results during the
16-day
period beginning on the last day of the
60-day
period, the restrictions described above shall continue to apply
until the expiration of the
18-day
period beginning on the issuance of the earnings release or the
occurrence of the material news or material event.
The restrictions described in the immediately preceding
paragraph do not apply, subject to certain conditions, to the
following:
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the sale of shares of common stock pursuant to the underwriting
agreement;
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the issuance of shares of our common stock upon pursuant to our
stock plans and our employee stock purchase plan;
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the issuance of shares of our common stock upon the exercise of
warrants outstanding on the date hereof;
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the filing by us of any Registration Statement on
Form S-8
or a successor form thereto; or
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the issuance of shares of common stock or securities convertible
into or exercisable or exchangeable for shares of common stock
representing in the aggregate no more than 5% of our issued and
outstanding shares of common stock as of the date of the
underwriting agreement, which may be sold only to collaborators,
vendors, manufacturers, distributors, customers or other similar
parties pursuant to a collaboration, licensing agreement,
strategic alliance, manufacturing or distribution arrangement or
similar transaction, so long as the recipients of such
securities shall sign and deliver a
lock-up
agreement.
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Our directors and executive officers have entered into
lock-up
agreements with the underwriters prior to the commencement of
this offering pursuant to which each of these persons or
entities, with limited exceptions, for a period of 60 days
after the date of this prospectus, may not, without
S-10
the prior written consent of J.P. Morgan Securities LLC on
behalf of the underwriters, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right
or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of our common stock or any
securities convertible into or exercisable or exchangeable for
our common stock (including, without limitation, common stock or
such other securities which may be deemed to be beneficially
owned by such persons or entities in accordance with the rules
and regulations of the SEC and securities which may be issued
upon exercise of a stock option or warrant) or (ii) enter
into any swap or other agreement that transfers, in whole or in
part, any of the economic consequences of ownership of the
common stock or such other securities (regardless of whether any
such transaction described in clause (i) or (ii) above
is to be settled by delivery of common stock or such other
securities, in cash or otherwise), or (iii) make any demand
for or exercise any right with respect to the registration of
any shares of our common stock or any securities convertible
into or exercisable or exchangeable for our common stock.
Notwithstanding the foregoing, if (1) during the last
17 days of the
60-day
restricted period, we issue an earnings release or material news
or a material event relating to our company occurs; or
(2) prior to the expiration of the
60-day
restricted period, we announce that we will release earnings
results during the
16-day
period beginning on the last day of the
60-day
period, the restrictions described above shall continue to apply
until the expiration of the
18-day
period beginning on the issuance of the earnings release or the
occurrence of the material news or material event.
The restrictions described in the immediately preceding
paragraph do not apply, subject to certain conditions, to the
following:
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the transfer of shares of our common stock as a bona fide
gift or gifts;
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the transfer to any trust for the direct or indirect benefit of
the individual executing the
lock-up
agreement or a member of his or her immediate family in a
transaction not involving a disposition for value;
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the transfer by will, other testamentary document or intestate
succession to the legal representative, heir, beneficiary or a
member of the immediate family of the individual executing the
lock-up
agreement;
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the exercise of options to purchase shares of common stock
granted under our stock plans;
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the establishment of a trading plan pursuant to
Rule 10b5-1
under the Securities Exchange Act of 1934, as amended, for the
transfer of common stock; or
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the transfer, sale or disposal of shares of common stock held by
the individual executing the
lock-up
agreement pursuant to a trading plan existing on the date of the
underwriting agreement.
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We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act.
In connection with this offering, the underwriters may engage in
stabilizing transactions, which involve making bids for,
purchasing and selling shares of common stock in the open market
for the purpose of preventing or retarding a decline in the
market price of the common stock while this offering is in
progress. These stabilizing transactions may include making
short sales of the common stock, which involves the sale by the
underwriters of a greater number of shares of common stock than
they are required to purchase in this offering, and purchasing
shares of common stock on the open market to cover positions
created by short sales. Short sales may be covered
shorts, which are short positions in an amount not greater than
the underwriters over-allotment option referred to above,
or may be naked shorts, which are short positions in
excess of that amount. The
S-11
underwriters may close out any covered short position either by
exercising their over-allotment option, in whole or in part, or
by purchasing shares in the open market. In making this
determination, the underwriters will consider, among other
things, the price of shares available for purchase in the open
market compared to the price at which the underwriters may
purchase shares through the over-allotment option. A naked short
position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the price of
the common stock in the open market that could adversely affect
investors who purchase in this offering. To the extent that the
underwriters create a naked short position, they will purchase
shares in the open market to cover the position.
The underwriters have advised us that, pursuant to
Regulation M of the Securities Act, they may also engage in
other activities that stabilize, maintain or otherwise affect
the price of the common stock, including the imposition of
penalty bids. This means that if the representatives of the
underwriters purchase common stock in the open market in
stabilizing transactions or to cover short sales, the
representatives can require the underwriters that sold those
shares as part of this offering to repay the underwriting
discount received by them.
These activities may have the effect of raising or maintaining
the market price of the common stock or preventing or retarding
a decline in the market price of the common stock, and, as a
result, the price of the common stock may be higher than the
price that otherwise might exist in the open market. If the
underwriters commence these activities, they may discontinue
them at any time. The underwriters may carry out these
transactions on The NASDAQ Global Market, in the
over-the-counter
market or otherwise.
In addition, in connection with this offering certain of the
underwriters (and selling group members) may engage in passive
market making transactions in our common stock on The NASDAQ
Global Market prior to the pricing and completion of this
offering. Passive market making consists of displaying bids on
The NASDAQ Global Market no higher than the bid prices of
independent market makers and making purchases at prices no
higher than these independent bids and effected in response to
order flow. Net purchases by a passive market maker on each day
are generally limited to a specified percentage of the passive
market makers average daily trading volume in the common
stock during a specified period and must be discontinued when
such limit is reached. Passive market making may cause the price
of our common stock to be higher than the price that otherwise
would exist in the open market in the absence of these
transactions. If passive market making is commenced, it may be
discontinued at any time.
Other than in the United States, no action has been taken by us
or the underwriters that would permit a public offering of the
securities offered by this prospectus in any jurisdiction where
action for that purpose is required. The securities offered by
this prospectus may not be offered or sold, directly or
indirectly, nor may this prospectus or any other offering
material or advertisements in connection with the offer and sale
of any such securities be distributed or published in any
jurisdiction, except under circumstances that will result in
compliance with the applicable rules and regulations of that
jurisdiction. Persons into whose possession this prospectus
comes are advised to inform themselves about and to observe any
restrictions relating to the offering and the distribution of
this prospectus. This prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities offered
by this prospectus in any jurisdiction in which such an offer or
a solicitation is unlawful.
This document is only being distributed to and is only directed
at (i) persons who are outside the United Kingdom or
(ii) to investment professionals falling within
Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the Order) or
(iii) high net worth entities, and other persons to whom it
may lawfully be communicated, falling with Article 49(2)(a)
to (d) of the Order (all such persons together being
referred to as relevant persons). The securities
S-12
are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be
engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any
of its contents.
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a
Relevant Member State), from and including the date
on which the European Union Prospectus Directive (the EU
Prospectus Directive) is implemented in that Relevant
Member State (the Relevant Implementation Date) an
offer of securities described in this prospectus may not be made
to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the shares which has
been approved by the competent authority in that Relevant Member
State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant
Member State, all in accordance with the EU Prospectus
Directive, except that it may, with effect from and including
the Relevant Implementation Date, make an offer of shares to the
public in that Relevant Member State at any time:
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to legal entities which are authorized or regulated to operate
in the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities;
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to any legal entity which has two or more of (1) an average
of at least 250 employees during the last financial year;
(2) a total balance sheet of more than 43,000,000 and
(3) an annual net turnover of more than 50,000,000,
as shown in its last annual or consolidated accounts;
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to fewer than 100 natural or legal persons (other than qualified
investors as defined in the EU Prospectus Directive) subject to
obtaining the prior consent of the book-running managers for any
such offer; or
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in any other circumstances which do not require the publication
by the Issuer of a prospectus pursuant to Article 3 of the
Prospectus Directive.
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For the purposes of this provision, the expression an
offer of securities to the public in relation to any
securities in any Relevant Member State means the communication
in any form and by any means of sufficient information on the
terms of the offer and the securities to be offered so as to
enable an investor to decide to purchase or subscribe for the
securities, as the same may be varied in that Member State by
any measure implementing the EU Prospectus Directive in that
Member State and the expression EU Prospectus Directive means
Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State.
Certain of the underwriters and their affiliates have provided
in the past to us and our affiliates and may provide from time
to time in the future certain commercial banking, financial
advisory, investment banking and other services for us and such
affiliates in the ordinary course of their business, for which
they have received and may continue to receive customary fees
and commissions. In addition, from time to time, certain of the
underwriters and their affiliates may effect transactions for
their own account or the account of customers, and hold on
behalf of themselves or their customers, long or short positions
in our debt or equity securities or loans, and may do so in the
future.
S-13
Legal
matters
The validity of the shares of common stock offered hereby will
be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., Boston, Massachusetts. Members of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and certain
members of their families and trusts for their benefit own an
aggregate of approximately 5,000 shares of our common
stock. Latham & Watkins LLP, San Diego,
California, will act as counsel to the underwriters in
connection with this offering.
Experts
The financial statements incorporated in this prospectus
supplement by reference from the Companys Annual Report on
Form 10-K
and the effectiveness of ARIAD Pharmaceuticals, Inc.s
internal control over financial reporting have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports which are
incorporated herein by reference. Such financial statements have
been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
Where you can
find more information
We are subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, and file annual, quarterly and
current reports, proxy statements and other information with the
SEC. You may read and copy these reports, proxy statements and
other information at the SECs public reference facilities
at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. You can request copies of these
documents by writing to the SEC and paying a fee for the copying
cost. Please call the SEC at
1-800-SEC-0330
for more information about the operation of the public reference
facilities. SEC filings are also available at the SECs web
site at
http://www.sec.gov.
Our common stock is listed on The NASDAQ Global Market, and you
can read and inspect our filings at the offices of the Financial
Industry Regulatory Authority at 1735 K Street,
Washington, D.C. 20006.
This prospectus supplement is only part of a registration
statement on
Form S-3
that we have filed with the SEC under the Securities Act and
therefore omits certain information contained in the
registration statement. We have also filed exhibits and
schedules with the registration statement that are excluded from
this prospectus supplement, and you should refer to the
applicable exhibit or schedule for a complete description of any
statement referring to any contract or other document. You may
inspect a copy of the registration statement, including the
exhibits and schedules, without charge, at the public reference
room or obtain a copy from the SEC upon payment of the fees
prescribed by the SEC.
We also maintain a website at www.ariad.com, through
which you can access our SEC filings. The information set forth
on our website is not part of this prospectus.
S-14
Incorporation of
certain information by reference
The SEC allows us to incorporate by reference
information that we file with them. Incorporation by reference
allows us to disclose important information to you by referring
you to those other documents. The information incorporated by
reference is an important part of this prospectus, and
information that we file later with the SEC will automatically
update and supersede this information. Statements in this
prospectus regarding the provisions of certain documents filed
with, or incorporated by reference in, the registration
statement are not necessarily complete and each statement is
qualified in all respects by that reference. Copies of all or
any part of the registration statement, including the documents
incorporated by reference or the exhibits, may be obtained upon
payment of the prescribed rates at the offices of the SEC listed
above in Where to Find More Information. The
documents we are incorporating by reference are:
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our annual report on
Form 10-K
for the fiscal year ended December 31, 2010 filed on
March 15, 2011;
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our quarterly report on
Form 10-Q
for the fiscal quarter ended March 31, 2011 filed on
May 10, 2011;
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our quarterly report on
Form 10-Q
for the fiscal quarter ended June 30, 2011 filed on
August 9, 2011;
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our quarterly report on
Form 10-Q
for the fiscal quarter ended September 30, 2011 filed on
November 7, 2011;
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our current reports on
Form 8-K
filed on January 12, 2011, January 19, 2011,
February 17, 2011 (only the portions of Items 8.01 and
9.01 deemed to be filed), March 18, 2011,
March 28, 2011, April 21, 2011, May 2, 2011,
May 6, 2011 (only the portions of Items 8.01 and 9.01
deemed to be filed), June 3, 2011, June 6,
2011, June 23, 2011, August 1, 2011, August 2,
2011 (only the portions of Items 8.01 and 9.01 deemed to be
filed), August 18, 2009, September 6,
2011, September 21, 2011, September 23, 2011,
September 27, 2011, October 6, 2011 and
November 3, 2011 (only the portions of Items 8.01 and
9.01 deemed to be filed), and December 12, 2011;
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the portions of our definitive proxy statement on
Schedule 14A that are deemed filed with the SEC
under the Securities Exchange Act of 1934, as amended, filed on
May 2, 2011;
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the description of our common stock contained in our
registration statement on Form 10/A filed on June 25,
1993, including any amendment or report filed for the purpose of
updating such description; and
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all documents filed by us pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended,
on or after the date of this prospectus and before the
termination of offerings under this prospectus are deemed to be
incorporated by reference into, and to be a part of, this
prospectus, except in each case for information contained in any
such filing where we indicate that such information is being
furnished and is not considered filed under the
Securities Exchange Act of 1934, as amended.
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The SEC file number for each of the documents listed above is
000-21696.
Any statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference into this
prospectus will be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained in this prospectus or any other subsequently filed
document that is deemed to be incorporated by reference into
this prospectus
S-15
modifies or supersedes the statement. Any statement so modified
or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
We will provide without charge to each person, including any
beneficial owner, to whom a copy of this prospectus is
delivered, upon the request of any such person, a copy of any or
all of the information incorporated herein by reference
(exclusive of exhibits to such documents unless such exhibits
are specifically incorporated by reference herein). Requests,
whether written or oral, for such copies should be directed to:
Investor Relations, ARIAD Pharmaceuticals, Inc., 26 Landsdowne
Street, Cambridge, Massachusetts
02139-4234.
Our telephone number is
(617) 494-0400.
You should rely only on information contained in, or
incorporated by reference into, this prospectus and any
prospectus supplement. We have not authorized anyone to provide
you with information different from that contained in this
prospectus or incorporated by reference in this prospectus. We
are not making offers to sell the securities in any jurisdiction
in which such an offer or solicitation is not authorized or in
which the person making such an offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make
such an offer or solicitation.
S-16
PROSPECTUS
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
UNITS
This prospectus will allow us to issue, from time to time at
prices and on terms to be determined at or prior to the time of
the offering, any combination of the securities described in
this prospectus, either individually or in units. We may also
offer common stock or preferred stock upon conversion of the
debt securities, common stock upon conversion of the preferred
stock, or common stock, preferred stock or debt securities upon
the exercise of warrants. In addition, this prospectus may be
used to offer securities for the account of persons other than
us. We will provide you with specific terms of any offering in
one or more supplements to this prospectus. This prospectus may
not be used to offer or sell our securities unless accompanied
by a prospectus supplement. You should read this prospectus and
any prospectus supplement, as well as any documents incorporated
by reference into this prospectus or any prospectus supplement,
carefully before you invest.
Our common stock is listed on The NASDAQ Global Market under the
symbol ARIA. On December 13, 2011, the last
reported sale price of our common stock was $11.01 per share.
Prospective purchasers of our securities are urged to obtain
current information as to the market prices of our securities,
where applicable.
Investing in our securities involves a high degree of risk.
Before deciding whether to invest in our securities, you should
consider carefully the risks that we have described on
page 4 of this prospectus under the caption Risk
Factors. We may include specific risk factors in
supplements to this prospectus under the caption Risk
Factors.
Our securities may be sold directly to investors, through agents
designated from time to time or to or through underwriters or
dealers. If any underwriters are involved in the sale of our
securities with respect to which this prospectus is being
delivered, the names of such underwriters and any applicable
commissions or discounts and over-allotment options will be set
forth in a prospectus supplement. The price to the public of
such securities and the net proceeds that we expect to receive
from such sale will also be set forth in a prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is December 14, 2011.
TABLE OF
CONTENTS
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Page
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ABOUT THIS PROSPECTUS
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1
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ABOUT ARIAD PHARAMCEUTICALS, INC.
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1
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WHERE YOU CAN FIND MORE INFORMATION
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2
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INCORPORATION OF DOCUMENTS BY REFERENCE
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2
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RISK FACTORS
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4
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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4
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RATIO/DEFICIENCY OF EARNINGS TO FIXED CHARGES
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5
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USE OF PROCEEDS
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5
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DESCRIPTION OF COMMON STOCK
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5
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DESCRIPTION OF PREFERRED STOCK
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6
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DESCRIPTION OF DEBT SECURITIES
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7
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DESCRIPTION OF WARRANTS
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12
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DESCRIPTION OF UNITS
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13
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SELLING SECURITYHOLDERS
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14
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CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANYS
CERTIFICATE OF INCORPORATION AND BY-LAWS
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14
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LEGAL MATTERS
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15
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EXPERTS
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ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or SEC,
utilizing a shelf registration process. Under this
shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings. Each time
securities are offered under this prospectus, we will provide a
prospectus supplement that will contain specific information
about the terms of that offering.
This prospectus does not contain all of the information included
in the registration statement. For a more complete understanding
of the offering of the securities, you should refer to the
registration statement, including its exhibits. The prospectus
supplement may also add, update or change information contained
or incorporated by reference in this prospectus. You should read
both this prospectus and the applicable prospectus supplement
together with additional information under the headings
Where You Can Find More Information and
Incorporation by Reference. To the extent there are
inconsistencies between any prospectus supplement, this
prospectus and any documents incorporated by reference, the
document with the most recent date will control.
You should rely only on information contained in, or
incorporated by reference into, this prospectus and any
prospectus supplement. We have not authorized anyone to provide
you with information different from that contained in this
prospectus or incorporated by reference in this prospectus. We
are not making offers to sell the securities in any jurisdiction
in which such an offer or solicitation is not authorized or in
which the person making such an offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make
such an offer or solicitation.
The information contained in this prospectus is accurate only as
of the date on the front cover of this prospectus and
information we have incorporated by reference in this prospectus
is accurate only as of the date of the document incorporated by
reference. You should not assume that the information contained
in, or incorporated by reference into, this prospectus is
accurate as of any other date.
Unless the context otherwise requires, ARIAD,
the Company, we, us,
our and similar names refer to ARIAD
Pharmaceuticals, Inc. and our subsidiaries.
ABOUT
ARIAD PHARMACEUTICALS, INC.
Overview
ARIADs vision is to transform the lives of cancer patients
with breakthrough medicines. Our mission is to discover, develop
and commercialize small-molecule drugs to treat cancer in
patients with the greatest and most urgent unmet medical
need aggressive cancers where current therapies are
inadequate.
We are building a pipeline of product candidates that has the
potential to expand and improve current treatment options for
patients with cancer. Each of our product candidates
ponatinib, AP26113 and ridaforolimus was discovered
internally by our scientists based on our expertise in
cell-signaling, cancer biology and structure-based drug design.
We believe that our product candidates have the potential to
treat multiple cancer indications, and we anticipate pursuing
broad development of each.
Ponatinib is an investigational pan BCR-ABL inhibitor that we
believe has broad potential applications in various
hematological cancers and solid tumors. In the third quarter of
2011, we completed enrollment of approximately 450 patients
in a pivotal Phase 2 clinical trial of ponatinib in patients
with chronic myeloid leukemia, or CML, or Philadelphia-positive
acute lymphoblastic leukemia, or Ph+ ALL. Subject to further
patient follow-up and data analysis in this trial, we expect to
file for marketing approval of ponatinib in this indication in
the middle of 2012. Subject to obtaining marketing approval, we
intend to commercialize ponatinib in the United States, Europe
and other markets around the world.
AP26113 is an investigational dual inhibitor of anaplastic
lymphoma kinase, or ALK, and epidermal growth factor receptor,
or EGFR two clinically validated targets in
non-small cell lung cancer, or NSCLC.
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In the third quarter of 2011, we commenced a Phase 1/2 clinical
trial to determine the initial safety, tolerability,
pharmacokinetic profile, recommended dose and preliminary
anti-tumor activity of AP26113.
Ridaforolimus is an investigational mTOR inhibitor that we
discovered and licensed in 2010 to Merck & Co., Inc.,
or Merck. Merck is responsible for all activities related to the
development, manufacturing and commercialization of
ridaforolimus in oncology and funds 100 percent of all
ridaforolimus costs. We intend to co-promote ridaforolimus in
the United States, if approved. In the third quarter of 2011,
Merck filed in both Europe and the United States for regulatory
approval of ridaforolimus in patients with metastatic
soft-tissue and bone sarcomas who had a favorable response to
chemotherapy. Under the license agreement, Merck has agreed to
pay us milestone payments based on specified regulatory
submissions and approvals of ridaforolimus in multiple cancer
indications and achievement of specified sales thresholds, as
well as royalties upon commercialization of ridaforolimus.
Our goal is to build a fully integrated oncology company. We are
focused on building a commercial organization to market,
distribute and sell our products upon regulatory approval in the
United States, Europe and in other markets around the world.
Corporate
Information
We were organized as a Delaware corporation in April 1991. Our
corporate headquarters are located at 26 Landsdowne Street,
Cambridge, Massachusetts
02139-4234,
and our telephone number is
(617) 494-0400.
We maintain an internet website at www.ariad.com. The
information on our website and any other website is not
incorporated by reference into this prospectus or any
accompanying prospectus supplement and does not constitute a
part of this prospectus or any accompanying prospectus
supplement. Our Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K
and all amendments to such reports are made available free of
charge through the Investor Relations section of our website as
soon as reasonably practicable after they have been filed or
furnished with the SEC.
WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, and file annual, quarterly and
current reports, proxy statements and other information with the
SEC. You may read and copy these reports, proxy statements and
other information at the SECs public reference facilities
at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. You can request copies of these
documents by writing to the SEC and paying a fee for the copying
cost. Please call the SEC at
1-800-SEC-0330
for more information about the operation of the public reference
facilities. SEC filings are also available at the SECs web
site at
http://www.sec.gov.
Our common stock is listed on The NASDAQ Global Market, and you
can read and inspect our filings at the offices of the Financial
Industry Regulatory Authority at 1735 K Street,
Washington, D.C. 20006.
This prospectus is only part of a registration statement on
Form S-3
that we have filed with the SEC under the Securities Act of
1933, as amended and therefore omits certain information
contained in the registration statement. We have also filed
exhibits and schedules with the registration statement that are
excluded from this prospectus, and you should refer to the
applicable exhibit or schedule for a complete description of any
statement referring to any contract or other document. You may
inspect a copy of the registration statement, including the
exhibits and schedules, without charge, at the public reference
room or obtain a copy from the SEC upon payment of the fees
prescribed by the SEC.
We also maintain a website at www.ariad.com, through
which you can access our SEC filings. The information set forth
on our website is not part of this prospectus.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference
information that we file with them. Incorporation by reference
allows us to disclose important information to you by referring
you to those other documents. The information incorporated by
reference is an important part of this prospectus, and
information that we file later with the SEC will automatically
update and supersede this information. Statements in this
prospectus regarding
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the provisions of certain documents filed with, or incorporated
by reference in, the registration statement are not necessarily
complete and each statement is qualified in all respects by that
reference. Copies of all or any part of the registration
statement, including the documents incorporated by reference or
the exhibits, may be obtained upon payment of the prescribed
rates at the offices of the SEC listed above in Where You
Can Find More Information. The documents we are
incorporating by reference are:
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our annual report on
Form 10-K
for the fiscal year ended December 31, 2010 filed on
March 15, 2011;
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our quarterly report on
Form 10-Q
for the fiscal quarter ended March 31, 2011 filed on
May 10, 2011;
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our quarterly report on
Form 10-Q
for the fiscal quarter ended June 30, 2011 filed on
August 9, 2011;
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our quarterly report on
Form 10-Q
for the fiscal quarter ended September 30, 2011 filed on
November 7, 2011;
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our current reports on
Form 8-K
filed on January 12, 2011, January 19, 2011,
February 17, 2011 (only the portions of Items 8.01 and
9.01 deemed to be filed), March 18, 2011,
March 28, 2011, April 21, 2011, May 2, 2011,
May 6, 2011 (only the portions of Items 8.01 and 9.01
deemed to be filed), June 3, 2011, June 6,
2011, June 23, 2011, August 1, 2011, August 2,
2011 (only the portions of Items 8.01 and 9.01 deemed to be
filed), August 18, 2009, September 6,
2011, September 21, 2011 and September 23,
2011 September 27, 2011, October 6, 2011,
November 3, 2011 (only the portions of Items 8.01 and
9.01 deemed to be filed) and December 12, 2011;
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the portions of our definitive proxy statement on
Schedule 14A that are deemed filed with the SEC
under the Securities Exchange Act of 1934, as amended, filed on
May 2, 2011;
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the description of our common stock contained in our
registration statement on Form 10/A filed on June 25,
1993, including any amendment or report filed for the purpose of
updating such description; and
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all documents filed by us pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended,
on or after the date of this prospectus and before the
termination of offerings under this prospectus are deemed to be
incorporated by reference into, and to be a part of, this
prospectus, except in each case for information contained in any
such filing where we indicate that such information is being
furnished and is not considered filed under the
Securities Exchange Act of 1934, as amended.
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The SEC file number for each of the documents listed above is
000-21696.
Any statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference into this
prospectus will be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained in this prospectus or any other subsequently filed
document that is deemed to be incorporated by reference into
this prospectus modifies or supersedes the statement. Any
statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus.
We will provide without charge to each person, including any
beneficial owner, to whom a copy of this prospectus is
delivered, upon the request of any such person, a copy of any or
all of the information incorporated herein by reference
(exclusive of exhibits to such documents unless such exhibits
are specifically incorporated by reference herein). Requests,
whether written or oral, for such copies should be directed to:
Investor Relations, ARIAD Pharmaceuticals, Inc., 26 Landsdowne
Street, Cambridge, Massachusetts
02139-4234.
Our telephone number is
(617) 494-0400.
You should rely only on information contained in, or
incorporated by reference into, this prospectus and any
prospectus supplement. We have not authorized anyone to provide
you with information different from that contained in this
prospectus or incorporated by reference in this prospectus. We
are not making offers to sell the securities in any jurisdiction
in which such an offer or solicitation is not authorized or in
which the person making such an offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make
such an offer or solicitation.
3
RISK
FACTORS
Investing in our securities involves risk. The prospectus
supplement applicable to each offering of our securities will
contain a discussion of the risks applicable to an investment in
us. Prior to making a decision about investing in our
securities, you should carefully consider the specific factors
discussed under the heading Risk Factors in the
applicable prospectus supplement, together with all of the other
information contained or incorporated by reference in the
prospectus supplement or appearing or incorporated by reference
in this prospectus. You should also consider the risks,
uncertainties and assumptions discussed under the heading
Risk Factors included in our most recent annual
report on
Form 10-K,
which is on file with the SEC and is incorporated herein by
reference, and which may be amended, supplemented or superseded
from time to time by other reports we file with the SEC in the
future. The risks and uncertainties we have described are not
the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may
also affect our operations.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The SEC encourages companies to disclose forward-looking
information so that investors can better understand a
companys future prospects and make informed investment
decisions. This prospectus and the documents we have filed with
the SEC that are incorporated herein by reference contain such
forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
Such statements in connection with any discussion of future
operations or financial performance are identified by the use of
words such as may, anticipate,
estimate, expect, project,
intend, plan, believe, and
other words and terms of similar meaning. Such statements are
based on managements expectations and are subject to
certain factors, risks and uncertainties that may cause actual
results, outcome of events, timing and performance to differ
materially from those expressed or implied by such statements.
These risks and uncertainties include, but are not limited to,
the costs associated with our research, development,
manufacturing and other activities, the conduct and results of
pre-clinical and clinical studies of our product candidates,
difficulties or delays in obtaining regulatory approvals to
market products resulting from our development efforts, our
reliance on strategic partners and licensees and other key
parties for the successful development, manufacturing and
commercialization of products, the adequacy of our capital
resources and the availability of additional funding, including
with respect to commercialization for our product candidates, if
approved, patent protection and third-party intellectual
property claims relating to our and any partners product
candidates, the timing, scope, cost and outcome of legal
proceedings, future capital needs, risks related to key
employees, markets, economic conditions, prices, reimbursement
rates, competition and other factors detailed under the heading
Risk Factors in this prospectus as updated and
supplemented by the discussion of risks and uncertainties under
Risk Factors contained in any supplements to this
prospectus and in our most recent annual report on
Form 10-K,
as revised or supplemented by our most recent quarterly report
on
Form 10-Q
or our current reports on
Form 8-K,
as well as any amendments thereto, as filed with the SEC and
which are incorporated herein by reference. The information
contained in this document is believed to be current as of the
date of this document. We do not intend to update any of the
forward-looking statements after the date of this document to
conform these statements to actual results or to changes in our
expectations, except as required by law.
In light of these assumptions, risks and uncertainties, the
results and events discussed in the forward-looking statements
contained in this prospectus or in any document incorporated
herein by reference might not occur. Investors are cautioned not
to place undue reliance on the forward-looking statements, which
speak only as of the date of this prospectus or the date of the
document incorporated by reference in this prospectus. We are
not under any obligation, and we expressly disclaim any
obligation, to update or alter any forward-looking statements,
whether as a result of new information, future events or
otherwise. All subsequent forward-looking statements
attributable to us or to any person acting on our behalf are
expressly qualified in their entirety by the cautionary
statements contained or referred to in this section.
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RATIO/DEFICIENCY
OF EARNINGS TO FIXED CHARGES
The following table sets forth, for each of the periods
presented, our ratio of earnings to fixed charges. You should
read this table in conjunction with the consolidated financial
statements and notes incorporated by reference in this
prospectus.
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Year Ended
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Nine Months Ended
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December 31,
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December 31,
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December 31,
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December 31,
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December 31,
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September 30, 2011
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2010
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2009
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2008
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2007
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2006
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Ratio of earnings to fixed charges
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N/A
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251
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N/A
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N/A
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N/A
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N/A
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We did not have earnings for the years ended December 31,
2009, 2008, 2007 and 2006 or for the nine months ended
September 30, 2011. Accordingly, our earnings were
insufficient to cover fixed charges for such periods and we are
unable to disclose a ratio of earnings to fixed charges for such
periods. The dollar amount of the deficiency in earnings
available for fixed charges for the years ended
December 31, 2009, 2008, 2007 and 2006 was approximately
$80.0 million, $71.1 million, $58.5 million and
$61.9 million, respectively, and for the nine months ended
September 30, 2011 was $71.8 million.
This information is qualified by the more detailed information
appearing in the computation table found in Exhibit 12.1 to
the registration statement of which this prospectus is a part.
We have not included a ratio of combined fixed charges and
preferred stock dividends to earnings because we do not have any
preferred stock outstanding.
USE OF
PROCEEDS
Except as provided in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities
by us through this prospectus for general corporate purposes.
Except as provided in the applicable prospectus supplement, we
will not receive any proceeds in the event that securities are
sold by a selling securityholder. Additional information on the
use of net proceeds from the sale of securities covered by this
prospectus may be set forth in the prospectus supplement
relating to the specific offering.
DESCRIPTION
OF COMMON STOCK
We are authorized to issue 240,000,000 shares of common
stock, par value $0.001 per share. On December 1, 2011, we
had 132,860,819 shares of common stock outstanding and
approximately 402 stockholders of record.
The following summary of certain provisions of our common stock
does not purport to be complete. You should refer to our
certificate of incorporation, as amended, and our restated
bylaws, both of which are included as exhibits to the
registration statement of which this prospectus is a part. The
summary below is also qualified by provisions of applicable law.
General
Holders of common stock are entitled to one vote per share on
matters on which our stockholders vote. There are no cumulative
voting rights. Our bylaws require that one-third of the issued
and outstanding shares of common stock be represented in person
or by proxy to constitute a quorum and transact business at a
stockholder meeting. Holders of common stock are entitled to
receive dividends, if declared by our board of directors, out of
funds that we may legally use to pay dividends. If we liquidate
or dissolve, holders of common stock are entitled to share
ratably in our assets once our debts and any liquidation
preference owed to any then-outstanding preferred stockholders
are paid. Our certificate of incorporation does not provide the
common stock with any redemption, conversion, preferential or
preemptive rights. All shares of common stock that are
outstanding as of the date of this prospectus and, upon issuance
and sale, all shares being sold under this prospectus, will be
fully-paid and nonassessable.
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Transfer
Agent and Registrar
The transfer agent and registrar for our common stock is
Computershare Trust Company, N.A.
The
NASDAQ Global Market
Our common stock is listed for quotation on The NASDAQ Global
Market under the symbol ARIA. On December 13,
2011, the last reported sale price of our common stock was
$11.01 per share.
DESCRIPTION
OF PREFERRED STOCK
We are authorized to issue 10,000,000 shares of preferred
stock, par value $0.01 per share, of which 500,000 shares
have been designated Series A Preferred Stock. As of
December 1, 2011, no shares of our preferred stock were
outstanding. The following summary of certain provisions of our
preferred stock does not purport to be complete. You should
refer to our certificate of incorporation, as amended, and our
restated bylaws, both of which are included as exhibits to the
registration statement of which this prospectus is a part. The
summary below is also qualified by provisions of applicable law.
General
Our board of directors may, without further action by our
stockholders, from time to time, direct the issuance of shares
of preferred stock in series and may, at the time of issuance,
determine the rights, preferences and limitations of each
series, including voting rights, dividend rights and redemption
and liquidation preferences. Satisfaction of any dividend
preferences of outstanding shares of preferred stock would
reduce the amount of funds available for the payment of
dividends on shares of our common stock. Holders of shares of
preferred stock may be entitled to receive a preference payment
in the event of any liquidation, dissolution or
winding-up
of our company before any payment is made to the holders of
shares of our common stock. In some circumstances, the issuance
of shares of preferred stock may render more difficult or tend
to discourage a merger, tender offer or proxy contest, the
assumption of control by a holder of a large block of our
securities or the removal of incumbent management. Upon the
affirmative vote of our board of directors, without stockholder
approval, we may issue shares of preferred stock with voting and
conversion rights which could adversely affect the holders of
shares of our common stock.
If a specific series of preferred stock is offered under this
prospectus, we will describe the terms of the preferred stock in
the prospectus supplement for such offering and will file a copy
of the certificate establishing the terms of the preferred stock
with the SEC. To the extent required, this description will
include:
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the title and stated value;
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the number of shares offered, the liquidation preference per
share and the purchase price;
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the dividend rate(s), period(s)
and/or
payment date(s), or method(s) of calculation for such dividends;
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whether dividends will be cumulative or non-cumulative and, if
cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing, if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption, if applicable;
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any listing of the preferred stock on any securities exchange or
market;
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whether the preferred stock will be convertible into our common
stock, and, if applicable, the conversion price (or how it will
be calculated) and conversion period;
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whether the preferred stock will be exchangeable into debt
securities, and, if applicable, the exchange price (or how it
will be calculated) and exchange period;
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voting rights, if any, of the preferred stock;
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a discussion of any material
and/or
special U.S. federal income tax considerations applicable
to the preferred stock;
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the relative ranking and preferences of the preferred stock as
to dividend rights and rights upon liquidation, dissolution or
winding up of the affairs of ARIAD; and
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any material limitations on issuance of any class or series of
preferred stock ranking senior to or on a parity with the series
of preferred stock as to dividend rights and rights upon
liquidation, dissolution or winding up of ARIAD.
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DESCRIPTION
OF DEBT SECURITIES
The following description, together with the additional
information we include in any applicable prospectus supplements,
summarizes the material terms and provisions of the debt
securities that may be offered under this prospectus. While the
terms we have summarized below will apply generally to any
future debt securities that may be offered pursuant to this
prospectus, we will describe the particular terms of any debt
securities that may be offered in more detail in the applicable
prospectus supplement. If we so indicate in a prospectus
supplement, the terms of any debt securities offered under that
prospectus supplement may differ from the terms we describe
below, and to the extent the terms set forth in a prospectus
supplement differ from the terms described below, the terms set
forth in the prospectus supplement shall control.
Under this prospectus, debt securities, which may be senior or
subordinated, may be sold from time to time, in one or more
offerings. We will issue any such senior debt securities under a
senior indenture that we will enter into with a trustee to be
named in the senior indenture. We will issue any such
subordinated debt securities under a subordinated indenture,
which we will enter into with a trustee to be named in the
subordinated indenture. We have filed forms of these documents
as exhibits to the registration statement, which includes this
prospectus. We use the term indentures to refer to
both the senior indenture and the subordinated indenture. The
indentures will be qualified under the Trust Indenture Act
of 1939, as in effect on the date of the indenture, or the
Trust Indenture Act. We use the term debenture
trustee to refer to either the trustee under the senior
indenture or the trustee under the subordinated indenture, as
applicable.
The following summaries of material provisions of the senior
debt securities, the subordinated debt securities and the
indentures are subject to, and qualified in their entirety by
reference to, all the provisions of the indenture applicable to
a particular series of debt securities.
General
Each indenture provides that debt securities may be issued from
time to time in one or more series and may be denominated and
payable in United States dollars or foreign currencies or units
based on or relating to United States dollars or foreign
currencies, including euros. Neither indenture limits the amount
of debt securities that may be issued thereunder, and each
indenture provides that the specific terms of any series of debt
securities shall be set forth in, or determined pursuant to, an
authorizing resolution
and/or a
supplemental indenture, if any, relating to such series.
We will describe in each prospectus supplement the following
terms relating to a series of debt securities:
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the title or designation;
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the aggregate principal amount and any limit on the amount that
may be issued;
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the currency or units based on or relating to currencies in
which debt securities of such series are denominated and the
currency or units in which principal or interest or both will or
may be payable;
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whether we will issue the series of debt securities in global
form, the terms of any global securities and who the depositary
will be;
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the maturity date and the date or dates on which principal will
be payable;
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the interest rate, which may be fixed or variable, or the method
for determining the rate and the date interest will begin to
accrue, the date or dates interest will be payable and the
record dates for interest payment dates or the method for
determining such dates;
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whether or not the debt securities will be secured or unsecured,
and the terms of any secured debt;
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the terms of the subordination of any series of subordinated
debt;
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the place or places where payments will be payable;
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our right, if any, to defer payment of interest and the maximum
length of any such deferral period;
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the date, if any, after which, and the price at which, we may,
at our option, redeem the series of debt securities pursuant to
any optional redemption provisions;
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the date, if any, on which, and the price at which we are
obligated, pursuant to any mandatory sinking fund provisions or
otherwise, to redeem, or at the holders option to
purchase, the series of debt securities;
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whether the indenture will restrict our ability to pay
dividends, or will require us to maintain any asset ratios or
reserves;
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whether we will be restricted from incurring any additional
indebtedness;
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a discussion on any material or special United States federal
income tax considerations applicable to a series of debt
securities;
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the denominations in which we will issue the series of debt
securities, if other than denominations of $1,000 and any
integral multiple thereof; and
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any other specific terms, preferences, rights or limitations of,
or restrictions on, the debt securities.
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We may issue debt securities that provide for an amount less
than their stated principal amount to be due and payable upon
declaration of acceleration of their maturity pursuant to the
terms of the indenture. We will provide you with information on
the federal income tax considerations and other special
considerations applicable to any of these debt securities in the
applicable prospectus supplement.
Conversion
or Exchange Rights
We will set forth in the prospectus supplement the terms, if
any, on which a series of debt securities may be convertible
into or exchangeable for our common stock or our other
securities. We will include provisions as to whether conversion
or exchange is mandatory, at the option of the holder or at our
option. We may include provisions pursuant to which the number
of shares of our common stock or our other securities that the
holders of the series of debt securities receive would be
subject to adjustment.
Consolidation,
Merger or Sale; No Protection in Event of a Change of Control or
Highly Leveraged Transaction
The indentures may not contain any covenant that restricts our
ability to merge or consolidate, or sell, convey, transfer or
otherwise dispose of all or substantially all of our assets.
However, any successor to or acquirer of such assets will be
required to assume all of our obligations under the indentures
or the debt securities, as appropriate.
Unless we state otherwise in the applicable prospectus
supplement, the debt securities will not contain any provisions
that may afford holders of the debt securities protection in the
event we have a change of control or in the event of a highly
leveraged transaction (whether or not such transaction results
in a change of control), which could adversely affect holders of
debt securities.
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Events of
Default Under the Indenture
The following will be events of default under the indentures
with respect to any series of debt securities that we may issue:
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if we fail to pay interest when due and our failure continues
for 90 days and the time for payment has not been extended
or deferred;
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if we fail to pay the principal, or premium, if any, when due
and the time for payment has not been extended or delayed;
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if we fail to observe or perform any other covenant relating to
such series contained in the debt securities of such series or
the applicable indentures, other than a covenant specifically
relating to and for the benefit of holders of another series of
debt securities, and our failure continues for 90 days
after we receive written notice from the debenture trustee or
holders of not less than a majority in aggregate principal
amount of the outstanding debt securities of the applicable
series; and
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if specified events of bankruptcy, insolvency or reorganization
occur as to us.
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No event of default with respect to a particular series of debt
securities (except as to certain events of bankruptcy,
insolvency or reorganization) necessarily constitutes an event
of default with respect to any other series of debt securities.
The occurrence of an event of default may constitute an event of
default under any bank credit agreements we may have in
existence from time to time. In addition, the occurrence of
certain events of default or an acceleration under the indenture
may constitute an event of default under certain of our other
indebtedness outstanding from time to time.
If an event of default with respect to debt securities of any
series at the time outstanding occurs and is continuing, then
the trustee or the holders of not less than a majority in
principal amount of the outstanding debt securities of that
series may, by a notice in writing to us (and to the debenture
trustee if given by the holders), declare to be due and payable
immediately the principal (or, if the debt securities of that
series are discount securities, that portion of the principal
amount as may be specified in the terms of that series) of and
premium and accrued and unpaid interest, if any, on all debt
securities of that series. Before a judgment or decree for
payment of the money due has been obtained with respect to debt
securities of any series, the holders of a majority in principal
amount of the outstanding debt securities of that series (or, at
a meeting of holders of such series at which a quorum is
present, the holders of a majority in principal amount of the
debt securities of such series represented at such meeting) may
rescind and annul the acceleration if all events of default,
other than the non-payment of accelerated principal, premium, if
any, and interest, if any, with respect to debt securities of
that series, have been cured or waived as provided in the
applicable indenture (including payments or deposits in respect
of principal, premium or interest that had become due other than
as a result of such acceleration). We refer you to the
prospectus supplement relating to any series of debt securities
that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of
such discount securities upon the occurrence of an event of
default.
Subject to the terms of the indentures, if an event of default
under an indenture shall occur and be continuing, the debenture
trustee will be under no obligation to exercise any of its
rights or powers under such indenture at the request or
direction of any of the holders of the applicable series of debt
securities, unless such holders have offered the debenture
trustee reasonable indemnity. The holders of a majority in
principal amount of the outstanding debt securities of any
series will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the
debenture trustee or exercising any trust or power conferred on
the debenture trustee, with respect to the debt securities of
that series, provided that:
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the direction so given by the holder is not in conflict with any
law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act, the
debenture trustee need not take any action that might involve it
in personal liability or might be unduly prejudicial to the
holders not involved in the proceeding.
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A holder of the debt securities of any series will only have the
right to institute a proceeding under the indentures or to
appoint a receiver or trustee, or to seek other remedies, if:
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the holder previously has given written notice to the debenture
trustee of a continuing event of default with respect to that
series;
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the holders of at least a majority in aggregate principal amount
of the outstanding debt securities of that series have made
written request, and such holders have offered reasonable
indemnity to the debenture trustee to institute the proceeding
as trustee; and
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the debenture trustee does not institute the proceeding, and
does not receive from the holders of a majority in aggregate
principal amount of the outstanding debt securities of that
series (or at a meeting of holders of such series at which a
quorum is present, the holders of a majority in principal amount
of the debt securities of such series represented at such
meeting) other conflicting directions within 60 days after
the notice, request and offer.
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These limitations will not apply to a suit instituted by a
holder of debt securities if we default in the payment of the
principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the applicable
debenture trustee regarding our compliance with specified
covenants in the applicable indenture.
Modification
of Indenture; Waiver
The debenture trustee and we may change the applicable indenture
without the consent of any holders with respect to specific
matters, including:
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to fix any ambiguity, defect or inconsistency in the
indenture; and
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to change anything that does not materially adversely affect the
interests of any holder of debt securities of any series issued
pursuant to such indenture.
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In addition, under the indentures, the rights of holders of a
series of debt securities may be changed by us and the debenture
trustee with the written consent of the holders of at least a
majority in aggregate principal amount of the outstanding debt
securities of each series (or, at a meeting of holders of such
series at which a quorum is present, the holders of a majority
in principal amount of the debt securities of such series
represented at such meeting) that is affected. However, the
debenture trustee and we may make the following changes only
with the consent of each holder of any outstanding debt
securities affected:
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extending the fixed maturity of the series of debt securities;
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reducing the principal amount, reducing the rate of or extending
the time of payment of interest, or a premium payable upon the
redemption of any debt securities;
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reducing the principal amount of discount securities payable
upon acceleration of maturity;
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making the principal of or premium or interest on any debt
security payable in currency other than that stated in the debt
security; or
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reducing the percentage of debt securities, the holders of which
are required to consent to any amendment or waiver.
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Except for certain specified provisions, the holders of at least
a majority in principal amount of the outstanding debt
securities of any series (or, at a meeting of holders of such
series at which a quorum is present, the holders of a majority
in principal amount of the debt securities of such series
represented at such meeting) may on behalf of the holders of all
debt securities of that series waive our compliance with
provisions of the indenture. The holders of a majority in
principal amount of the outstanding debt securities of any
series may on behalf of the holders of all the debt securities
of such series waive any past default under the indenture with
respect to that series and its consequences, except a default in
the payment of the principal of, premium or any interest on any
debt security of that series or in respect of a covenant or
provision, which
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cannot be modified or amended without the consent of the holder
of each outstanding debt security of the series affected;
provided, however, that the holders of a majority in principal
amount of the outstanding debt securities of any series may
rescind an acceleration and its consequences, including any
related payment default that resulted from the acceleration.
Discharge
Each indenture will provide that we can elect to be discharged
from our obligations with respect to one or more series of debt
securities, except for obligations to:
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register the transfer or exchange of debt securities of the
series;
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replace stolen, lost or mutilated debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise our rights to be discharged with respect to
a series, we will have to deposit with the trustee money or
government obligations sufficient to pay all the principal of,
any premium, if any, and interest on, the debt securities of the
series on the dates payments are due.
Form,
Exchange, and Transfer
We will issue the debt securities of each series only in fully
registered form without coupons and, unless we otherwise specify
in the applicable prospectus supplement, in denominations of
$1,000 and any integral multiple thereof. The indentures provide
that we may issue debt securities of a series in temporary or
permanent global form and as book-entry securities that will be
deposited with, or on behalf of, The Depository
Trust Company or another depositary named by us and
identified in a prospectus supplement with respect to that
series.
At the option of the holder, subject to the terms of the
indentures and the limitations applicable to global securities
described in the applicable prospectus supplement, the holder of
the debt securities of any series can exchange the debt
securities for other debt securities of the same series, in any
authorized denomination and of like tenor and aggregate
principal amount.
Subject to the terms of the indentures and the limitations
applicable to global securities set forth in the applicable
prospectus supplement, holders of the debt securities may
present the debt securities for exchange or for registration of
transfer, duly endorsed or with the form of transfer endorsed
thereon duly executed if so required by us or the security
registrar, at the office of the security registrar or at the
office of any transfer agent designated by us for this purpose.
Unless otherwise provided in the debt securities that the holder
presents for transfer or exchange or in the applicable
indenture, we will make no service charge for any registration
of transfer or exchange, but we may require payment of any taxes
or other governmental charges.
We will name in the applicable prospectus supplement the
security registrar, and any transfer agent in addition to the
security registrar, that we initially designate for any debt
securities. We may at any time designate additional transfer
agents or rescind the designation of any transfer agent or
approve a change in the office through which any transfer agent
acts, except that we will be required to maintain a transfer
agent in each place of payment for the debt securities of each
series.
If we elect to redeem the debt securities of any series, we will
not be required to:
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issue, register the transfer of, or exchange any debt securities
of that series during a period beginning at the opening of
business 15 days before the day of mailing of a notice of
redemption of any debt securities that may be selected for
redemption and ending at the close of business on the day of the
mailing; or
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register the transfer of or exchange any debt securities so
selected for redemption, in whole or in part, except the
unredeemed portion of any debt securities we are redeeming in
part.
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Information
Concerning the Debenture Trustee
The debenture trustee, other than during the occurrence and
continuance of an event of default under the applicable
indenture, will undertake to perform only those duties as are
specifically set forth in the applicable indenture. Upon an
event of default under an indenture, the debenture trustee under
such indenture must use the same degree of care as a prudent
person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the debenture trustee is
under no obligation to exercise any of the powers given it by
the indentures at the request of any holder of debt securities
unless it is offered reasonable security and indemnity against
the costs, expenses and liabilities that it might incur.
Payment
and Paying Agents
Unless we indicate otherwise in the applicable prospectus
supplement, on any interest payment date, we will pay the
interest on any debt securities to the person in whose name such
debt securities, or one or more predecessor securities, are
registered at the close of business on the regular record date
for the interest.
We will pay principal of and any premium and interest on the
debt securities of a particular series at the office of the
paying agents designated by us, except that unless we otherwise
indicate in the applicable prospectus supplement, will we make
interest payments by check which we will mail to the holder.
Unless we otherwise indicate in a prospectus supplement, we will
designate the corporate trust office of the debenture trustee in
the City of New York as our sole paying agent for payments with
respect to debt securities of each series. We will name in the
applicable prospectus supplement any other paying agents that we
initially designate for the debt securities of a particular
series. We will maintain a paying agent in each place of payment
for the debt securities of a particular series.
All money we pay to a paying agent or the debenture trustee for
the payment of the principal of or any premium or interest on
any debt securities which remains unclaimed at the end of two
years after such principal, premium or interest has become due
and payable will be repaid to us, and the holder of the security
thereafter may look only to us for payment thereof.
Governing
Law
The indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of New York,
except to the extent that the Trust Indenture Act is
applicable.
Subordination
of Subordinated Debt Securities
Our obligations pursuant to any subordinated debt securities
will be unsecured and will be subordinate and junior in priority
of payment to certain of our other indebtedness to the extent
described in a prospectus supplement. The subordinated indenture
does not limit the amount of senior indebtedness we may incur.
It also does not limit us from issuing any other secured or
unsecured debt.
DESCRIPTION
OF WARRANTS
Warrants to purchase shares of our common stock, preferred stock
and/or debt
securities in one or more series together with other securities
or separately may be offered, as described in the applicable
prospectus supplement. Below is a description of certain general
terms and provisions of the warrants that may be offered.
Particular terms of the warrants will be described in the
warrant agreements and the prospectus supplement to the warrants.
The applicable prospectus supplement will contain, where
applicable, the following terms of and other information
relating to the warrants:
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the specific designation and aggregate number of, and the price
at which the warrants will be issued;
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the currency or currency units in which the offering price, if
any, and the exercise price are payable;
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the designation, amount and terms of the securities purchasable
upon exercise of the warrants;
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if applicable, the exercise price for shares of our common stock
and the number of shares of common stock to be received upon
exercise of the warrants;
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if applicable, the exercise price for shares of our preferred
stock, the number of shares of preferred stock to be received
upon exercise, and a description of that series of our preferred
stock;
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if applicable, the exercise price for our debt securities, the
amount of debt securities to be received upon exercise, and a
description of that series of debt securities;
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the date on which the right to exercise the warrants will begin
and the date on which that right will expire or, if you may not
continuously exercise the warrants throughout that period, the
specific date or dates on which you may exercise the warrants;
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whether the warrants will be issued in fully registered form or
bearer form, in definitive or global form or in any combination
of these forms, although, in any case, the form of a warrant
included in a unit will correspond to the form of the unit and
of any security included in that unit;
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any applicable material United States federal income tax
consequences;
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if applicable, the identity of the warrant agent for the
warrants and of any other depositaries, execution or paying
agents, transfer agents, registrars or other agents;
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the proposed listing, if any, of the warrants or any securities
purchasable upon exercise of the warrants on any securities
exchange;
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if applicable, the date from and after which the warrants and
the common stock, preferred stock
and/or debt
securities will be separately transferable;
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if applicable, the minimum or maximum amount of the warrants
that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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the anti-dilution provisions of the warrants, if any;
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any redemption or call provisions;
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whether the warrants are to be sold separately or with other
securities as parts of units; and
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any additional terms of the warrants, including terms,
procedures and limitations relating to the exchange and exercise
of the warrants.
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DESCRIPTION
OF UNITS
Units consisting of common stock, preferred stock, debt
securities
and/or
warrants for the purchase of common stock, preferred stock
and/or debt
securities in one or more series, in any combination, may be
offered. In this prospectus, we have summarized certain general
features of the units. We urge you, however, to read the
prospectus supplements related to the series of units being
offered, as well as the unit agreements that contain the terms
of the units. We will file as exhibits to an amendment to the
registration statement of which this prospectus is a part, or
will incorporate by reference from a current report on
Form 8-K
that we file with the SEC, as applicable, the form of unit
agreement and any supplemental agreements that describe the
terms of the series of units being offered before the issuance
of the related series of units.
We may evidence each series of units by unit certificates that
would issue under a separate agreement that we may enter into
with a unit agent. Each unit agent, if one is appointed, will be
a bank or trust company that we select. We will indicate the
name and address of the unit agent, if one is appointed, in the
applicable prospectus supplement relating to a particular series
of units.
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SELLING
SECURITYHOLDERS
Selling securityholders are persons or entities that, directly
or indirectly, have acquired or will from time to time acquire,
securities in various private or other transactions. Such
selling securityholders may be parties to registration rights
agreements with us, or we otherwise may have agreed or will
agree to register their securities for resale. The purchasers of
our securities, as well as their transferees, pledgees, donees
or successors, all of whom we refer to as selling
securityholders, may from time to time offer and sell the
securities pursuant to this prospectus and any applicable
prospectus supplement. The applicable prospectus supplement will
set forth the name of each of the selling securityholders and
the number of shares of our common stock or other relevant
securities beneficially owned by such selling securityholders
that are covered by such prospectus supplement.
CERTAIN
PROVISIONS OF DELAWARE LAW AND OF THE COMPANYS CERTIFICATE
OF
INCORPORATION AND BY-LAWS
Anti-Takeover
Provisions of our Delaware Certificate of Incorporation and
Bylaws
In addition to the board of directors ability to issue
shares of preferred stock, our certificate of incorporation and
bylaws contain other provisions that are intended to enhance the
likelihood of continuity and stability in the composition of the
board of directors and which may have the effect of delaying,
deferring or preventing a future takeover or change in control
of our company unless such takeover or change in control is
approved by our board of directors.
These provisions, summarized below, are expected to discourage
coercive takeover practices and inadequate takeover bids. These
provisions are also designed to encourage persons seeking to
acquire control of us to first negotiate with our board of
directors. We believe that the benefits of increased protection
of our potential ability to negotiate with the proponent of an
unfriendly or unsolicited proposal to acquire or restructure us
outweigh the disadvantages of discouraging these proposals
because negotiation of these proposals could result in an
improvement of their terms.
Classified
Board
Our certificate of incorporation provides for our board of
directors to be divided into three classes, as nearly equal in
number as possible, serving staggered terms. Approximately
one-third of our board will be elected each year. Under the
Delaware General Corporation Law, unless the certificate of
incorporation otherwise provides, directors serving on a
classified board can only be removed by the stockholders for
cause. The provision for a classified board could prevent a
party who acquires control of a majority of our outstanding
common stock from obtaining control of our board of directors
until our second annual stockholders meeting following the date
the acquirer obtains the controlling stock interest. The
classified board provision could have the effect of discouraging
a potential acquirer from making a tender offer or otherwise
attempting to obtain control of us and could increase the
likelihood that incumbent directors will retain their positions.
Advanced
Notice Procedures for Stockholder Proposals
Our bylaws establish an advance notice procedure for stockholder
proposals to be brought before an annual meeting of our
stockholders, including proposed nominations of persons for
election to our board, as well as procedures for including
proposed nominations at special meetings at which directors are
to be elected. Stockholders at our annual meeting may only
consider proposals or nominations specified in the notice of
meeting or brought before the meeting by or at the direction of
our board or by a stockholder who was a stockholder of record on
the record date for the meeting, who is entitled to vote at the
meeting and who has given to our secretary timely written
notice, in proper form, of the stockholders intention to
bring that business before the meeting, and who has complied
with the procedures and requirements set forth in the bylaws.
Although our bylaws do not give our board the power to approve
or disapprove stockholder nominations of candidates or proposals
regarding other business to be conducted at a special or annual
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meeting, our bylaws may have the effect of precluding the
conduct of some business at a meeting if the proper procedures
are not followed or may discourage or defer a potential acquirer
from conducting a solicitation of proxies to elect its own slate
of directors or otherwise attempting to obtain control of us.
Provisions
of Delaware Law Governing Business Combinations
We are subject to the business combination
provisions of Section 203 of the Delaware General
Corporation Law. In general, such provisions prohibit a publicly
held Delaware corporation from engaging in any business
combination transactions with any interested
stockholder for a period of three years after the date on
which the person became an interested stockholder,
unless:
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prior to such date, the board of directors approved either the
business combination or the transaction which
resulted in the interested stockholder obtaining
such status;
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upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the
voting stock outstanding (but not the outstanding voting stock
owned by the interested stockholder) those shares
owned by (a) persons who are directors and also officers
and (b) employee stock plans in which employee participants
do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or
exchange offer; or
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at or subsequent to such time the business
combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and
not by written consent, by the affirmative vote of at least
662/3%
of the outstanding voting stock which is not owned by the
interested stockholder.
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A business combination is defined to include
mergers, asset sales and other transactions resulting in
financial benefit to a stockholder. In general, an
interested stockholder is a person who, together
with affiliates and associates, owns 15% or more of a
corporations voting stock or within three years did own
15% or more of a corporations voting stock. The statute
could prohibit or delay mergers or other takeover or change in
control attempts with respect to us and, accordingly, may
discourage attempts to acquire us.
Limitations
on Liability and Indemnification of Officers and
Directors
Our certificate of incorporation limits the liability of our
officers and directors to the fullest extent permitted by the
Delaware General Corporation Law, and our certificate of
incorporation and bylaws provide that we will indemnify them to
the fullest extent permitted by such law. We have also entered
into indemnification agreements with our directors and officers
and expect to enter into a similar agreement with any new
directors and officers.
LEGAL
MATTERS
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
Boston, Massachusetts, will pass upon the validity of the
issuance of the securities offered by this prospectus. Members
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and
certain members of their families and trusts for their benefit
own an aggregate of approximately 5,000 shares of our
common stock.
EXPERTS
The financial statements incorporated in this prospectus by
reference from the Companys Annual Report on
Form 10-K
and the effectiveness of ARIAD Pharmaceuticals, Inc.s
internal control over financial reporting have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports which are
incorporated herein by reference. Such financial statements have
been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
15
shares
Common stock
Prospectus supplement
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J.P.
Morgan |
Cowen and Company |
Jefferies |
December , 2011