8-K 1 a06-3509_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  January 24, 2006

 

NitroMed, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-50439

 

22-3159793

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
No.)

 

 

 

 

 

125 Spring Street
Lexington, Massachusetts

 

02421

(Address of Principal Executive Offices)

 

(Zip Code)

 

(781) 266-4000

(Registrant’s telephone number,
including area code)

 

 

(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):

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    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 September 1, 2005, the Securities and Exchange Commission (the “Commission”) declared effective the Registration Statement on Form S-3 (File No. 333-127154) of NitroMed, Inc. (the “Company”) filed on August 3, 2005 with the Commission (the “Registration Statement”).  The Registration Statement permits the Company to issue, in one or more offerings, shares of common stock or debt securities at an aggregate initial offering price not to exceed $250,000,000.

 

On January 24, 2006, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with each of J.P. Morgan Securities Inc. and Thomas Weisel Partners LLC (together, the “Placement Agents”), pursuant to which the Placement Agents have agreed to act as the Company’s placement agent in connection with an offering of approximately 6.1 million shares of the Company’s common stock (the “Offering”) under the Registration Statement.

 

In connection with the Placement Agency Agreement and the Offering, the Company is filing as exhibits to this Current Report on Form 8-K the following documents:

 

•                                          as Exhibit 1.1, the Placement Agency Agreement, including as Exhibit A thereto the form of Subscription Agreement to be entered into by the Company and the investors in the Offering; and

 

•                                          as Exhibits 5.1 and 23.1, the legal opinion of Wilmer Cutler Pickering Hale and Dorr LLP relating to the shares of common stock to be issued and sold in the Offering.

 

On January 25, 2006, the Company announced that it had entered into definitive agreements with institutional and other investors to sell approximately 6.1 million shares of common stock for an aggregate purchase price of approximately $62.5 million.  The Company expects that the net proceeds of the Offering will be approximately $58.6 million after deducting the placement agency fees and all estimated offering expenses that are payable by the Company.

 

A copy of the Placement Agency Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.  The foregoing description of the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.  The Company’s press release announcing the Offering is filed as Exhibit 99.1 and is incorporated herein by reference.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 
Number

 

Description of Exhibit

 

 

 

1.1

 

Placement Agency Agreement, dated January 24, 2006, by and among the Company, J.P. Morgan Securities Inc. and Thomas Weisel Partners LLC.

 

 

 

5.1

 

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.

 

 

 

23.1

 

Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above).

 

 

 

99.1

 

Press Release of NitroMed, Inc. dated January 25, 2006.

 

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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.

 

 

NITROMED, INC.

 

 

 

 

 

 

Date: January 25, 2006

By:

 /s/ Lawrence E. Bloch, M.D., J.D.

 

 

Lawrence E. Bloch, M.D., J.D.
Chief Financial Officer, Chief Business
Officer, Treasurer and Secretary
(Principal Financial Officer)

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description of Exhibit

 

 

 

1.1

 

Placement Agency Agreement, dated January 24, 2006, by and among the Company, J.P. Morgan Securities Inc. and Thomas Weisel Partners LLC.

 

 

 

5.1

 

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.

 

 

 

23.1

 

Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above).

 

 

 

99.1

 

Press Release of NitroMed, Inc. dated January 25, 2006.

 

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