Ariad Pharmaceuticals

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

ARIAD PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)


Delaware	0-21696	22-3106987
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

26 LANDSDOWNE STREET
CAMBRIDGE, MASSACHUSETTS 02139
(Address of principal executive offices and zip code)

On December 2, 2003, ARIAD Pharmaceuticals, Inc. publicly disseminated a Press Release announcing it had entered into definitive agreements with institutional investors for the purchase of 1,175,375 shares of its common stock, par value $0.001 per share, at a purchase price of $8.00 per share. The shares are being sold pursuant to the Prospectus and Prospectus Supplement included in ARIAD’s shelf registration statement on Form S-3 (Registration No. 333-106788) and an additional registration statement on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (Registration No. 333-110872) (collectively, the “Registration Statements”). Following the offering, ARIAD will have used all of the shares available for issuance under the Registration Statements.

The information contained in the Press Release dated December 2, 2003 is incorporated herein by reference and attached as Exhibit 99.1 hereto.

23.1

Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)

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


Exhibit
Number		Description


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)

99.1		Press Release dated December 2, 2003.

4 EX-5.1 3 b48699apexv5w1.htm EX-5.1 OPINION OF MINTZ, LEVIN, COHN, FERRIS, ... Ex-5.1 Opinion of Mintz, Levin, Cohn, Ferris, ...

This opinion is furnished to you in connection with a Prospectus Supplement, dated December 2, 2003 (the “Prospectus Supplement”), relating to (i) a Registration Statement on Form S-3, Registration No. 333-106788 (“Registration Statement No. 1”) and (ii) an additional Registration Statement on Form S-3 filed pursuant to Rule 462(b) related thereto, Registration No. 333-110872 (“Registration Statement No. 2,” and together with Registration Statement No. 1, the “Registration Statements”), 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 the sale of an aggregate of 1,175,375 shares (the “Shares”) of its common stock, $0.001 par value per share (the “Common Stock”). The Shares are to be sold directly by the Company to purchasers pursuant to stock purchase agreements by and between the Company and such purchasers (the “Stock Purchase Agreements”).

In connection with this opinion, we have examined the Company’s 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 Statements, the Prospectus Supplement 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 Statements and the exhibits thereto filed with the Commission; the related Prospectus and Prospectus Supplement; and the Stock Purchase Agreements.

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 Stock Purchase Agreements, 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 a Current Report on Form 8-K (and its incorporation by reference into the Registration Statements) 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 in the Prospectus Supplement and the Registration Statements 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.

6 EX-99.1 4 b48699apexv99w1.htm EX-99.1 PRESS RELEASE, DATED DECEMBER 2, 2003 Ex-99.1 Press Release, dated December 2, 2003


FOR IMMEDIATE RELEASE	CONTACT:	Tom Pearson
		(610) 407-9260
		Kathy Lawton
		(617) 621-2345

Cambridge, MA, December 2, 2003 – ARIAD Pharmaceuticals, Inc. (Nasdaq: ARIA) today announced that it has entered into definitive agreements with existing and new unaffiliated institutional investors for the purchase of 1,175,375 shares of its common stock at $8.00 per share in a direct equity placement for gross proceeds of $9.4 million. The share price represents the average closing bid price of the Company’s common stock for the past five trading days ending December 1, 2003.

The shares were sold through a prospectus supplement pursuant to the Company’s effective shelf registration statement. No further shares are available for issuance under this registration statement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Some of the matters discussed herein are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are identified by the use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such statements are based on management’s current 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 forward-looking statements. These risks include, but are not limited to, risks and uncertainties regarding the Company’s ability to conduct preclinical and clinical studies of its product candidates and the results of such studies, regulatory oversight, intellectual property claims, the timing, scope, cost and outcome of legal proceedings, future capital needs, key employees, dependence on the Company’s collaborators and manufacturers, markets, economic conditions, products, services, prices, reimbursement rates, competition and other risks detailed in the Company’s public filings with the Securities and Exchange Commission, including ARIAD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. The information contained in this document is believed to be current as of the date of original issue. The Company does 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 the Company’s expectations, except as required by law.


	ITEM 5. OTHER EVENTS.
	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
Ex-5.1 Opinion of Mintz, Levin, Cohn, Ferris, ...
Ex-99.1 Press Release, dated December 2, 2003

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