-----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, AS8VFVOWkZ1lXiv8ZFArbaEiCsPlAadp7VfdCkXOirKNopsYEqaPuyt3P1iR+A9s G5ZVyIIWcISPb56L1XU4gQ== 0000897069-04-001278.txt : 20040708 0000897069-04-001278.hdr.sgml : 20040708 20040708111941 ACCESSION NUMBER: 0000897069-04-001278 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040707 ITEM INFORMATION: Other events FILED AS OF DATE: 20040708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NPS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000890465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 870439579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23272 FILM NUMBER: 04905475 BUSINESS ADDRESS: STREET 1: 420 CHIPETA WAY STE 240 CITY: SALT LAKE CITY STATE: UT ZIP: 84108-1256 BUSINESS PHONE: 8015834939 8-K 1 cmw781.htm CURRENT REPORT

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

July 7, 2004
Date of Report (Date of earliest event reported)


NPS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
 0-23272
 87-0439579
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)


420 Chipeta Way
Salt Lake City, Utah 84108
(Address of Principal Executive Offices)

(801) 583-4939
(Registrant’s Telephone Number, Including Area Code)



ITEM 5:     Other Events

        On July 7, 2004, the Company closed on the sale in a private placement of 1,333,333 shares of its common stock to Nycomed Danmark ApS for an aggregate purchase price of $40 million. Following the closing, the Company intends to file with the Securities and Exchange Commission a Registration Statement on Form S-3 registering the resale of the shares by Nycomed. This statement does not constitute an offer to sell or the solicitation of an offer to buy securities 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.

        The Audit Committee of the Company, with the assistance of its independent counsel, has completed the investigation of the circumstances leading to the execution by the Company of contracts with two contract research organizations, PharmData Inc. and Data Capture International, Inc.. The Company had previously announced that it believed the contracts were procured by PharmData and DCI through improper payments to one of our employees not a part of our senior management, who has since been terminated. The final results of the investigation confirmed this belief and indicated that no other Company employee was involved.

        In connection with the Company’s General Counsel, James U. Jensen, leaving the Company on July 2, 2004, Kevin J. Ontiveros has been appointed Acting General Counsel and Corporate Secretary for the Company. He previously served as Associate General Counsel And Assistant Corporate Secretary for the Company.

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.

Date:   July 8, 2004 NPS PHARMACEUTICALS, INC.


 		 By:  /s/ Kevin J. Ontiveros                                                        
        Kevin J. Ontiveros, Corporate Secretary
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