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): October
14, 2009
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-30111
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76-0474169
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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8800
Technology Forest Place
The
Woodlands, Texas 77381
(Address
of principal executive
offices
and Zip Code)
(281)
863-3000
(Registrant’s
telephone number,
including
area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
October 14, 2009, Lexicon Pharmaceuticals, Inc. (the “Company”) completed
the sale of 22,878,187 shares of the Company’s common stock, par value $0.001
per share (the “Common
Stock”), including 2,984,111 shares of Common Stock upon exercise of the
underwriters’ over-allotment option, under the Underwriting Agreement dated
October 8, 2009 among the Company and Morgan Stanley & Co. Incorporated and
Thomas Weisel Partners LLC. On October 14, 2009, the Company also
completed the sale of 13,439,257 shares of Common Stock under the Purchase
Agreement dated October 8, 2009 between the Company and Invus, L.P. (“Invus”) and entered
into a Purchase Agreement Supplement for the purchase by Invus of an additional
2,015,888 shares of Common Stock. The sale of the additional shares
to Invus is expected to close on October 15, 2009. The net proceeds
to Lexicon from the offering are approximately $55.2 million, after deducting
the underwriting discount and estimated offering expenses and giving effect to
the anticipated receipt of proceeds from the sale of additional shares to Invus
pursuant to the Purchase Agreement Supplement.
The
Purchase Agreement Supplement is filed as Exhibit 10.1 to this report and is
incorporated herein by reference.
The
Company and Invus are also parties to a Securities Purchase Agreement, dated
June 17, 2007 and amended October 7, 2009, and a Stockholders’ Agreement and
Registration Rights Agreement, each dated June 17, 2007.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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—
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Purchase
Agreement Supplement with Invus, L.P. dated October 14,
2009
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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 thereunto
duly authorized.
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Lexicon
Pharmaceuticals, Inc.
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Date: October
14, 2009
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By:
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/s/
Jeffrey L. Wade
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Jeffrey
L. Wade
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Executive Vice President
and
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General
Counsel
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Index
to Exhibits
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Exhibit No.
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Description
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10.1
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—
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Purchase
Agreement Supplement with Invus, L.P. dated October 14,
2009
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Exhibit
10.1
PURCHASE
AGREEMENT SUPPLEMENT
October
14, 2009
Invus,
L.P.
c/o The
Invus Group, L.L.C.
750
Lexington Avenue (30th
Floor)
New York,
New York 10022
Lexicon
Pharmaceuticals, Inc.
8800
Technology Forest Place
The
Woodlands, Texas 77381
Attn:
President and Chief Executive Officer
Re: Purchase
Agreement Supplement
Ladies
and Gentlemen:
Reference is made to that certain
Purchase Agreement, dated as October 8, 2009 (the “Purchase Agreement”),
by and between Invus, L.P. (the “Investor”) and
Lexicon Pharmaceuticals, Inc. (the “Company”). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Purchase Agreement. The Company has informed the Investor
that the underwriters under the Underwriting Agreement, dated as
of October 8, 2009, by and between the Company and the several
underwriters party thereto have exercised their over-allotment option thereunder
to purchase an additional 2,984,111 shares of Company Common Stock.
Accordingly, the Investor hereby agrees
to purchase from the Company the number of additional shares of Company Common
Stock specified below (the “Additional Invus
Shares”) at a price per share equal to the Price to Public, for the total
purchase price specified below:
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Number
of Shares:
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2,015,888
shares of Company Common Stock
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Total
Purchase Price:
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$3,023,832.00
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The issuance, purchase and delivery of
the Additional Invus Shares is being made on the basis of the same
representations and warranties and on the same terms and subject to the same
conditions, and is considered a part of, the sale of the Invus
Shares. The closing of the sale of the Additional Invus Shares shall
take place at a time and place to be mutually agreed to by the
parties.
The Purchase Agreement is hereby
amended by replacing the references therein to Sections 4(b), (c), (d) and (e)
of the Underwriting Agreement with references to Sections 5(b), (c), (d) and (e)
of the Underwriting Agreement, respectively.
This supplement to the Purchase
Agreement shall be deemed to satisfy the Company’s obligations under the
Stockholders’ Agreement with respect to the delivery of a Notice of Issuance
with respect to the Additional Invus Shares.
This supplement shall automatically
terminate upon any termination of the Purchase Agreement and shall be
interpreted as a part of and in accordance with the Purchase
Agreement.
[Signature
Page Follows]
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Sincerely,
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INVUS,
L.P.,
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a
Bermuda limited partnership
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By:
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/s/
Raymond Debbane
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Name:
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Raymond
Debbane
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Title:
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President,
Invus Advisers, L.L.C.
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Its
General Partner
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Accepted
and agreed to:
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LEXICON
PHARMACEUTICALS, INC.
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A
Delaware corporation
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By:
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/s/
James F. Tessmer
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Name:
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James
F. Tessmer
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Title:
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Vice
President of Finance and Accounting
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[Signature
Page to Purchase Agreement Supplement]