-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BOQteBbYFvwt2fIW5SW6PhxXriNEbs2qQsnV259wRaqH6lmwpSn7i9HkuePEyxRS 7hm7MDQ76G4ss3rciSMhxQ== 0000950135-00-001979.txt : 20000405 0000950135-00-001979.hdr.sgml : 20000405 ACCESSION NUMBER: 0000950135-00-001979 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000327 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARIAD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884731 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 223106987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21696 FILM NUMBER: 593018 BUSINESS ADDRESS: STREET 1: 26 LANDSDOWNE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174940400 MAIL ADDRESS: STREET 2: 26 LANDSDOWNE CITY: CAMBRIDGE STATE: MA ZIP: 02139 8-K 1 ARIAD PHARMACEUTICALS, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2000 -------------- ARIAD PHARMACEUTICALS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-21696 22-3106987 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 26 Landsdowne Street, Cambridge, Massachusetts 02139 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 494-0400 -------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. OTHER EVENTS On March 27, 2000, ARIAD Pharmaceuticals, Inc. (the "REGISTRANT") announced that it had delivered on that same day to State Street Bank and Trust Company of Boston, Massachusetts, in its capacity as Warrant Agent (the "WARRANT AGENT"), notice of its call for redemption of all of its outstanding Common Stock Purchase Warrants (the "WARRANTS"). In its notice the Registrant established April 27, 2000 as the call date for the redemption of the Warrants (the "CALL DATE"). The price to be paid on or after the Call Date for any Warrants that have not been exercised before the Call Date shall be $0.05 per Warrant (the "CALL PRICE"). The payment of the aggregate Call Price for each holder's Warrants shall be made by the Warrant Agent upon presentation and surrender of the certificate or certificates representing such holder's Warrants to the Warrant Agent at its principal office, currently located at 150 Royall Street, Canton, MA 02021, Mail Stop - 45-02-62. The right to exercise the Warrants will terminate at 5:00 p.m., New York City time, on April 26, 2000. The Warrants are exercisable at $8.40 per share and are traded on the NASDAQ National Market under the symbol "ARIAW." A copy of the related press release is filed herewith as Exhibit 99.1. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit No. Description ------- ----------- 99.1 Press Release, dated March 27, 2000. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ARIAD PHARMACEUTICALS, INC. Dated: April 4, 2000 By: /s/ Jay R. LaMarche ------------------------------- Jay R. LaMarche Executive Vice President 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated March 27, 2000. EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: Jay LaMarche Chief Financial Officer, ARIAD (617) 494-0400 Tom Pearson (for media) Pearson Communications (610) 407-9260 Eytan Apter SmallCaps Online Group, LLC (212) 554-4158 ARIAD ISSUES CALL NOTICE FOR REDEMPTION OF COMMON STOCK PURCHASE WARRANTS CAMBRIDGE, MA, MARCH 27, 2000 -- ARIAD Pharmaceuticals, Inc. (Nasdaq: "ARIA") today announced that it has delivered a call notice to the State Street Bank & Trust Company, as warrant agent, to redeem ARIAD's publicly traded Common Stock Purchase Warrants. The call notice establishes April 27, 2000 as the call date and specifies that the right to exercise all outstanding Warrants will expire at 5:00 p.m., New York City time, April 26, 2000. After April 26, 2000, unexercised Warrants may be presented to the warrant agent for the payment of a redemption price of $0.05 per Warrant. A total of 2,125,225 Warrants were issued in connection with the Company's initial public offering in 1994. The Warrants are quoted separately from the Common Stock on the Nasdaq National Market under the symbol ARIAW (Nasdaq: "ARIAW"). Each Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $8.40 per share. As of March 23, 2000, 2,025,036 Warrants remain outstanding. "If all of the remaining outstanding Warrants are exercised, ARIAD would receive $17 million. Combined with our existing cash of $25 million, this provides us with an aggregate of $42 million available to fund our operations, including further development of our lead products," said Jay LaMarche, chief financial officer of ARIAD. For a complete description of the terms of the Warrants, investors should refer to the Warrant Agreement dated May 27, 1994 filed with the Securities and Exchange Commission as an exhibit to the Company's Registration Statement on Form S-1. 2 ARIAD Pharmaceuticals (www.ariad.com) is engaged in the discovery and development of gene-targeted therapeutics based on signal transduction technology. ARIAD is developing gene therapy products, regulated by small-molecule drugs, for protein and cell therapy based on its proprietary gene regulation and gene activation technologies, including the ARGENT(TM) and RAPID(TM) systems. The Company also is developing orally administered small-molecule drugs to block intracellular signaling pathways that play a critical role in major diseases, such as osteoporosis and immune-related disorders. Some of the matters discussed in this news release are forward-looking statements that involve risks and uncertainties, including, but not limited to, risks and uncertainties regarding funding that may be received upon exercise of the Warrants, as well as risks and uncertainties relating to our operations, economic conditions, markets, products, competition, intellectual property, services and prices, key employees, future capital needs, dependence on our collaborators and other factors discussed under the heading "Cautionary Statement Regarding Forward-Looking Statements" in ARIAD's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----