-----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, OM9yd3OfBllopa019Cfk7+XGcYYVPn58UC4mOjJJ5CRkMboeYDvrWcjez0/iTKX8 n0Qs0FtEs6he0Kvfw/i6Aw== 0001157523-05-006793.txt : 20050801 0001157523-05-006793.hdr.sgml : 20050801 20050801081654 ACCESSION NUMBER: 0001157523-05-006793 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050801 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 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: 000-21696 FILM NUMBER: 05986561 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 a4942780.txt ARIAD PHARMACEUTICALS, INC. 8-K UNITED STATES 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): August 1, 2005 ARIAD Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 0-21696 22-3106987 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 Other Events. On August 1, 2005, ARIAD Pharmaceuticals, Inc. (the "Company") issued a press release announcing its intention to publicly offer 6,000,000 shares of its common stock pursuant to its effective shelf registration statement previously filed with the Securities and Exchange Commission. Lehman Brothers Inc. is acting as sole book running manager for the offering, and Lazard Capital Markets LLC and SG Cowen & Co., LLC are acting as co-managers. The Company also intends to grant the underwriters an option to purchase up to an additional 900,000 shares of common stock within 30 days after the offering if the underwriters sell more than 6,000,000 shares in the offering. The information contained in the press release dated August 1, 2005, is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 99.1 hereto. ITEM 9.01 Financial Statements and Exhibits. (c) The following exhibits are filed with this report Exhibit Number Description ------- ----------- 99.1 The Registrant's press release dated August 1, 2005 announcing a public offering. 2 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. By: /s/ Edward M. Fitzgerald -------------------------------------------------- Edward M. Fitzgerald Senior Vice President and Chief Financial Officer Date: August 1, 2005 3 EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- 99.1 The Registrant's press release dated August 1, 2005 announcing a public offering. 4 EX-99.1 2 a4942780-ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ ARIAD Announces Proposed Public Offering of Common Stock CAMBRIDGE, Mass.--(BUSINESS WIRE)--Aug. 1, 2005--ARIAD Pharmaceuticals, Inc. (Nasdaq: ARIA) today announced that it is filing a prospectus supplement with the Securities and Exchange Commission related to an underwritten public offering of 6,000,000 shares of common stock under an existing shelf registration statement. The underwriters have been granted the option to purchase up to an additional 900,000 shares if they sell more than 6,000,000 shares in the offering. All of the shares are being sold by ARIAD. Lehman Brothers Inc. is acting as sole book-running manager in this offering. Lazard Capital Markets LLC and SG Cowen & Co., LLC are acting as co-managers. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities, nor shall there be any sale of the 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. A prospectus supplement relating to these securities is being filed with the Securities and Exchange Commission. This offering of the shares of common stock may be made only by means of the prospectus supplement and related prospectus, a copy of which is available from Lehman Brothers, Inc., Prospectus Department, c/o ADP Financial Services, Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, New York 11717, monica_castillo@adp.com or at the Securities and Exchange Commission's website at www.sec.gov. ARIAD is engaged in the discovery and development of breakthrough medicines to treat cancer by regulating cell signaling with small molecules. CONTACT: ARIAD Pharmaceuticals, Inc. Edward Fitzgerald (Investors) 617-621-2345 or Pure Communications Andrea Johnston (Media) 910-616-5858 -----END PRIVACY-ENHANCED MESSAGE-----