-----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, I7xh2YE3xw3Bl2ruCo5jygPNmUwBrtoRgPO3k7y+nBaRImebw+bMBBDpmqJMH1fJ Qoz8AqqneH8OGieQd2PWlg== 0000950135-02-004956.txt : 20021112 0000950135-02-004956.hdr.sgml : 20021111 20021112171549 ACCESSION NUMBER: 0000950135-02-004956 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021108 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021112 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: 1934 Act SEC FILE NUMBER: 333-76486 FILM NUMBER: 02817926 BUSINESS ADDRESS: STREET 1: 26 LANDSDOWNE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174940400 MAIL ADDRESS: STREET 1: 26 LANDSDOWNE CITY: CAMBRIDGE STATE: MA ZIP: 02139 8-K 1 b44758ape8vk.txt ARIAD PHARMACEUTICALS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2002 ARIAD PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-21696 22-3106987 - ---------------------------- ----------------------- ---------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.) of Incorporation) 26 LANDSDOWNE STREET CAMBRIDGE, MASSACHUSETTS 02139 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (617) 494-0400 - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On November 8, 2002, ARIAD Pharmaceuticals, Inc. commenced the offering of 2,200,000 shares of its common stock, par value $0.001 per share, to new and existing investors at a purchase price of $2.75 per share pursuant to its Form S-3 shelf registration statement (Registration No. 333-63708) and the related Prospectus and Prospectus Supplement. Rodman & Renshaw, Inc. served as placement agent for the offering. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. NUMBER DESCRIPTION - ------ ----------- 1.1 Letter Agreement by and between ARIAD Pharmaceuticals, Inc. and Rodman & Renshaw, Inc., as placement agent. 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). 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. By: /s/ Edward M. Fitzgerald ------------------------------------- Edward M. Fitzgerald Senior Vice President and Chief Financial Officer Date: November 12, 2002 2 EXHIBIT INDEX
EXHIBIT SEQUENTIAL NUMBER DESCRIPTION PAGE NUMBER - ------- ----------- ----------- NUMBER DESCRIPTION - ------ -------------------------------------------------------------- 1.1 Letter Agreement by and between ARIAD Pharmaceuticals, Inc. and 4 Rodman & Renshaw, Inc., as placement agent. 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 6 23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. -- (included in Exhibit 5.1).
3 EX-1.1 3 b44758apexv1w1.txt LETTER AGREEMENT BET ARIAD AND RODMAN & RENSHAW EXHIBIT 1.1 RODMAN & RENSHAW, INC. 1250 Broadway, 14th Floor New York, NY 10001 212-356-0500 Fax 212-760-1080 November 7, 2002 Harvey J. Berger, M.D. Chairman and C.E.O. ARIAD Pharmaceuticals, Inc. 26 Lansdowne Street Cambridge, MA 02139 Dear Dr. Berger: The purpose of this letter agreement (the "Agreement") is to authorize Rodman & Renshaw, Inc. ("Rodman") to contact one or more institutional investors excluding those potential investors identified on Exhibit A to this Agreement (collectively, "Investors"), with a view towards exploring the degree of interest, if any, of such Investors in purchasing up to a maximum of $6,050,000 of newly-issued securities of ARIAD Pharmaceuticals, Inc. (the "Company") off of the Company's presently existing shelf registration statement on Form S-3, File No. 333-63708 (as declared effective by the Securities and Exchange Commission on August 1, 2001). If the Company chooses to issue any such securities, on terms mutually agreed upon by the Company and any such Investor(s), or if there is any issuance of equity securities (including options or warrants to purchase equity securities) by the Company (but specifically excluding all securities issued in an offering or transaction which includes a sale of a security with a return based in whole, or in part, on the performance of less than all of the Company's assets) within 12 months from the date of this Agreement to any Investors who purchased securities from the Company pursuant to this Agreement (any such issuances a "Financing"), then the Company shall pay to Rodman the fees and compensation set forth below. In consideration of the services rendered by Rodman under this Agreement, the Company agrees to pay Rodman a cash fee payable immediately upon the closing of any portion of any Financing equal to 5.5% of the aggregate capital raised (3% with respect to any Investor which is currently a shareholder of the Company). No cash fee shall be due Rodman under this Agreement with respect to any investor identified on Exhibit A. The Company will also pay to Rodman $25,000 for Rodman's out-of-pocket expenses related to the Financing. The Company may terminate Rodman's authorization to contact Investors at any time by written notice. However, Rodman shall remain entitled to receive the compensation described above in accordance with the terms of this Agreement with respect to any Investors who agree to purchase securities prior to its receipt of such notice. Assuming the sale of securities for gross proceeds of at least $5,000,000 in one or more substantially contemporaneous closings, the Company shall deliver to Rodman an opinion of counsel to the Company to the effect that the completed transactions have been duly authorized and completed in compliance with the Securities Act of 1933, in customary form for offerings of this type. Rodman represents, warrants and covenants to the Company that it is a member in good standing of the NASD and it has, and at all times while taking any actions constituting an offer or sale of securities in connection with this Agreement had, and at all times while taking any actions constituting an offer or sale of securities in connection with this Agreement will have, all governmental licenses (including both federal and state broker dealer licenses) required to act as placement agent for the securities. Rodman shall indemnify the Company against any liabilities arising out of Rodman's failure, in connection with this Agreement, to comply with the rules of the NASD or the Securities Act of 1933, as amended, and the rules promulgated thereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. Any dispute arising out of this Agreement shall be adjudicated in the courts of 4 the State of New York or in the federal courts sitting in the Southern District of New York, and each of the parties hereto agrees that service of process upon it by registered or certified mail at its address set forth herein shall be deemed adequate and lawful. The Company shall indemnify Rodman against any liabilities arising under the Securities Act of 1933, as amended, attributable to any material information supplied or omitted to be supplied to any Investor by the Company pursuant to this Agreement, except to the extent that any such liabilities are found by a court of competent jurisdiction in a judgment which has become final to have resulted primarily from the indemnified person's bad faith or negligence. This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to its subject matter and there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Agreement. This Agreement may be modified only in writing signed by the party to be charged hereunder. If the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this letter. Very truly yours, RODMAN & RENSHAW, INC. By: --------------------------------------- Name: Title: Agreed to and accepted as of the date first written above: ARIAD pharmaceuticals, INC. By: ------------------------------ Name: Title: EXHIBIT A Excluded Investors (including, in each case, any funds associated with each Investor): Acqua Wellington BTF Fund Domain Associates Hughes Capital Management Singapore Economic Development Fund 5 EX-5.1 4 b44758apexv5w1.txt OPINION OF COUNSEL EXHIBIT 5.1 [MINTZ, LEVIN LETTERHEAD] November 12, 2002 ARIAD Pharmaceuticals, Inc. 26 Landsdowne Street Cambridge, MA 02139 Ladies and Gentlemen: This opinion is furnished to you in connection with a Prospectus Supplement, dated November 8, 2002, to a Registration Statement on Form S-3, Registration No. 333-63708 (collectively, the "Registration Statement"), being filed by ARIAD Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to up to 2,200,000 shares (the "Shares") of its common stock, $0.001 par value per share (the "Common Stock"). The Shares are to be sold to a group of investors pursuant to a Letter Agreement by and between the Company and Rodman & Renshaw, Inc., as placement agent, dated as of November 7, 2002. The form of such Letter Agreement will be filed as an exhibit to a Current Report on Form 8-K (the "8-K"). The Shares are being sold by the Company. In connection with this opinion, we have examined the Company's Restated Certificate of Incorporation, as amended, and Restated Bylaws, as amended; the minutes of all pertinent meetings of stockholders and directors of the Company relating to the Registration Statement and the transactions contemplated thereby; such other records of the corporate proceedings of the Company and certificates of the Company's officers as we deemed relevant for the purposes of rendering the opinions in this letter; the Registration Statement and the exhibits thereto filed with the Commission; and the related Prospectus and Prospectus Supplement. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies. Based upon the foregoing, and subject to the limitations set forth below, we are of the opinion that the Shares, when issued by the Company and delivered by the Company against payment therefor as contemplated by the Letter Agreement, will be duly and validly issued, fully paid and non-assessable shares of the Common Stock. Our opinion is limited to the General Corporation Laws of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws) and the United States Federal Laws, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction. To the extent that any applicable document is stated to be governed by the laws of another jurisdiction, we have assumed for purposes of this opinion that the laws of such jurisdiction are identical to the state laws of the State of Delaware. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. We hereby consent to the filing of this opinion with the Commission as an exhibit to the 8-K and the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this Firm's name therein and in the Prospectus Supplement under the caption "Legal Matters." In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. -----END PRIVACY-ENHANCED MESSAGE-----