-----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, KeFOB9SzcqzvG0KmL/EBEinyz4wGcsiGgxjjFoiHucRlNAGw3moOqp8bK3tP5CQC QSw6GL+7RMEQAmTNxl+zpg== 0000950110-97-001353.txt : 19970929 0000950110-97-001353.hdr.sgml : 19970929 ACCESSION NUMBER: 0000950110-97-001353 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970909 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970911 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000899866 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133648318 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27756 FILM NUMBER: 97679014 BUSINESS ADDRESS: STREET 1: 25 SCIENCE PARK STREET 2: STE 360 CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 2037761790 MAIL ADDRESS: STREET 1: 25 SCIENCE PARK STREET 2: STE 360 CITY: NEW HAVEN STATE: CT ZIP: 06511 8-K 1 FORM 8-K 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) September 9, 1997 ----------------- ALEXION PHARMACEUTICALS, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 0-27756 13-3648318 - ---------------------------- ----------- ------------------ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 25 Science Park, New Haven, CT 06511 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (203) 776-1790 ------------------ Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On September 9, 1997, Alexion Pharmaceuticals, Inc. issued the press release filed herewith as Exhibit 99. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. 99. Press Release dated September 9, 1997. 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. ALEXION PHARMACEUTICALS, INC. Date: September 10, 1997 By: /s/ LEONARD BELL ---------------------- Name: Leonard Bell, M.D. Title: President, Chief Executive Officer, Secretary and Treasurer EX-99 2 PRESS RELEASE DATED SEPTEMBER 9, 1997. Exhibit 99 IMMEDIATE RELEASE Contact: Leonard Bell, M.D. Rhonda Chiger (Investor) President and CEO Susan Farley (Media) Alexion Pharmaceuticals Dewe Rogerson Inc. 203/776-1790 212/688-6840 ALEXION RECEIVES $10 MILLION IN PRIVATE PLACEMENT New Haven, CT, September 9, 1997 --- Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN) today announced that it has closed a private placement of $10.0 million in stock to a single institutional investor, BB Biotech. Robertson, Stephens & Company LLC served as Advisor in the transaction. "We are gratified to add BB Biotech as a significant new shareholder. In addition to the $11.2 million raised in July, 1997, we believe that these proceeds will allow us to further augment the clinical development of our lead C5 complement inhibitors and more broadly advance the manufacturing, preclinical development and clinical development of our portfolio of product candidates," said Dr. Bell, President and Chief Executive Officer of Alexion. BB Biotech purchased 400,000 shares of Series B Preferred Stock at $25.00 per share, convertible automatically in six months, or at the election of the holder at any time after the date of issuance, into 935,782 shares of common stock at $10.686 per share. The conversion price represents a 3% premium to the closing bid of $10.375 on the day of pricing. The Series B Preferred Stock will pay a dividend of $2.25 per share of Series B Preferred Stock on March 4, 1998, payable in cash or common stock at the discretion of Alexion. Proceeds from the private placement will be used to fund the Company's research and development activities including ongoing and planned clinical studies, production of clinical trial material, preclinical studies, and for general corporate purposes. Alexion Pharmaceuticals, Inc. was founded in 1992 and is engaged in the development of selective immunotherapeutic drugs that generally are designed to inhibit the disease-causing segments of the immune system while preserving the disease-preventing aspects of the immune system. The Company is developing three technology platforms: C5 Complement Inhibitors and Apogen T-Cell Therapeutics which together target severe cardiovascular and autoimmune disorders; and xenografts for organ transplants. This news release contains forward looking statements. Such statements are subject to certain factors which may cause Alexion's plans to differ or results to vary from those expected including unexpected preclinical or clinical results, the need for additional research and testing, delays in manufacturing, access to capital and funding, delays in development of commercial relationships and a variety of risks set forth from time to time in Alexion's filings with the Securities and Exchange Commission, including but not limited to Alexion's Annual Report on Form 10-K for the year ended July 31, 1996 and those risks as discussed in Alexion's Registration Statement (Registration No. 333-29617). Alexion undertakes no obligations to publicly release the results of any of these forward looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The shares of Preferred Stock and the Common Stock into which the Preferred Stock may be converted, have not been registered under the Securities Act of 1933, as amended, and may not be offered and sold in the United States absent registration under such Act or an applicable exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the capital stock of the Company 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. -----END PRIVACY-ENHANCED MESSAGE-----