-----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, OKO6Wyhf3/nxpyxDvxcbYSN6xE8xXONm4q16y+mK1oUU+mPqherWCoFtTe2uzLLe 1VAsx8Z8cQgEbkM1EAMuXw== 0000950135-98-002792.txt : 19980430 0000950135-98-002792.hdr.sgml : 19980430 ACCESSION NUMBER: 0000950135-98-002792 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980427 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980429 SROS: NASD 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: 98604270 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) April 27, 1998 COMMISSION FILE NUMBER: 0-21696 ARIAD PHARMACEUTICALS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 22-3106987 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 26 LANDSDOWNE STREET, CAMBRIDGE, MASSACHUSETTS 02139 (Address of principal executive offices)(Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 494-0400 Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report: Not Applicable ================================================================================ 2 ITEM 5. OTHER EVENTS On April 27, 1998, ARIAD Pharmaceuticals, Inc. (the "Company") entered into agreements with institutional investors to raise $10,150,000 in a private placement of 2,537,500 shares of the Company's common stock at a price of $4.00 per share. BancAmerica Robertson Stephens served as Placement Agent in the transaction. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS 99. Press Release dated April 29, 1998. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARIAD Pharmaceuticals, Inc. Date: April 29, 1998 By: /s/ Jay R. LaMarche ------------------- Executive Vice President Chief Financial Officer EX-99 2 PRESS RELEASE 1 EXHIBIT 99 [ARIAD LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: Jay R. LaMarche Chief Financial Officer ARIAD Pharmaceuticals, Inc. (617) 494-0400 Janet Dally Burns McClellan, Inc. 212-213-0006 ARIAD ENTERS INTO AGREEMENTS FOR $10 MILLION IN PRIVATE PLACEMENT CAMBRIDGE, MA, APRIL 29, 1998 -- ARIAD Pharmaceuticals, Inc. (Nasdaq: "ARIA") today announced that it has entered into agreements with institutional investors to raise $10 million in a private placement of 2.5 million shares of common stock. BancAmerica Robertson Stephens served as Placement Agent in the transaction. "We are extremely pleased to welcome a prominent group of new institutional investors in ARIAD. This private placement strengthens our financial position and provides resources to advance the Company's regulated gene expression products towards clinical development," said Harvey J. Berger, M.D., Chairman and Chief Executive Officer. The financing is expected to close upon, and is subject to, the effectiveness of a resale registration statement to be filed by the Company with the Securities and Exchange Commission in connection with these shares. The Company is not accepting additional subscriptions. Proceeds from the private placement will be used to fund the Company's research and development activities, including preclinical studies and, if successful, planned clinical trials, working capital, and for general corporate purposes. ARIAD Pharmaceuticals is engaged in the discovery and development of orally administered therapeutics based on signal transduction technology. The Company is developing small-molecule drugs that block intracellular signaling pathways that play a critical role in major diseases including osteoporosis and immune-related disorders. ARIAD is also developing ARGENT(TM), a proprietary regulated gene expression technology for orally active protein therapy. 2 Some of the matters discussed in this news release are forward-looking statements that involve risks and uncertainties. In particular, there can be no assurance that the transaction will close and that the Company will receive proceeds from this private placement. Other risks and uncertainties include, but are not limited to risks and uncertainties regarding the success of the Company's preclinical studies, the ability of the Company to commence clinical trials and the success of such clinical trials, as well as risks and uncertainties relating to economic conditions, markets, products, services and prices, 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, 1997 filed with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----