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): March
19, 2010
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-30111
|
76-0474169
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
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:
|
|
□
|
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
1.01
|
Entry
into a Material Definitive
Agreement
|
On March
19, 2010, Lexicon Pharmaceuticals, Inc. (the “Company”) completed
the sale of 96,521,739 shares of the Company’s common stock, par value $0.001
per share (the “Common
Stock”), including 8,804,348 shares of Common Stock upon exercise of the
underwriters’ over-allotment option, under the Underwriting Agreement dated
March 15, 2010 among the Company and Morgan Stanley & Co. Incorporated, J.P.
Morgan Securities Inc., Cowen and Company, LLC and Thomas Weisel Partners
LLC. An affiliate of Invus, L.P. (“Invus”), the
Company’s largest stockholder, purchased from the underwriters 29,021,739 of
such shares.
On March
19, 2010, the Company also completed the sale of 59,296,749 shares of Common
Stock under the Purchase Agreement dated March 15, 2010 between the Company and
Invus and the sale of an additional 5,951,718 shares of Common Stock under a
Purchase Agreement Supplement entered into on March 19, 2010 among the
Company, Invus and its affiliate. These shares were issued to Invus
and its affiliate in reliance upon the exemptions from the registration
requirements under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof and Regulation D thereunder. In issuing the shares of
Common Stock to Invus and its affiliate, the Company relied upon the
representations and warranties of Invus and its affiliate in support of the
satisfaction of the conditions contained in Section 4(2) and Regulation
D.
The net
proceeds to Lexicon from the public offering and concurrent private placement
are approximately $181.4 million, after deducting underwriting discounts and
commissions and estimated offering expenses.
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 March 15, 2010, a Registration
Rights Agreement, dated June 17, 2007, and amended March 15, 2010, and a
Stockholders’ Agreement dated June 17, 2007.
|
Item
3.02
|
Unregistered
Sales of Equity Securities
|
The
information set forth in Item 1.01 is incorporated herein by
reference.
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
10.1
|
—
|
Purchase
Agreement Supplement with Invus, L.P. and Invus C.V. dated March 19,
2010
|
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 thereunto
duly authorized.
|
Lexicon
Pharmaceuticals, Inc.
|
||
|
Date: March
19, 2010
|
By:
|
/s/
Jeffrey L.
Wade
|
|
Jeffrey
L. Wade
|
||
|
Executive Vice President
and
|
||
|
General
Counsel
|
||
3
Index
to Exhibits
|
Exhibit No.
|
Description
|
|
|
10.1
|
—
|
Purchase
Agreement Supplement with Invus, L.P. and Invus C.V. dated March 19,
2010
|
Exhibit
10.1
PURCHASE
AGREEMENT SUPPLEMENT
March 19,
2010
Invus,
L.P.
c/o The
Invus Group, LLC
750
Lexington Avenue (30th
Floor)
New York,
New York 10022
Invus
C.V.
c/o The
Invus Group, LLC
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 the Purchase
Agreement, dated as March 15, 2010 (the “Purchase Agreement”),
by and between Invus, L.P. (“Invus, L.P.”) and
Lexicon Pharmaceuticals, Inc. (the “Company”) and to the
Supplement to Transaction Agreements (the “Supplement to Transaction
Agreements”), dated as of March 15, 2010, by and among Invus, L.P., Invus
C.V. (“Invus
C.V.”, and together with Invus, L.P., the “Investors”) and 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 Investors that the
underwriters under the Underwriting Agreement, dated as of March 15, 2010, by
and between the Company and the several underwriters party thereto have
exercised their over-allotment option thereunder to purchase an additional
8,804,348 shares of Company Common Stock.
In connection with the Offering (as
defined in the Supplement to Transaction Agreements), Invus, L.P. hereby assigns
to Invus C.V. its right under Section 4.02(a) of the Stockholders’ Agreement to
purchase that number of shares of Company Common Stock as set forth
below.
Accordingly, the Investors hereby agree
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:
|
Number
of shares to be purchased by Invus, L.P.:
|
5,190,848
shares of Company Common Stock
|
|
Number
of shares to be purchased by Invus C.V.:
|
760,870
shares of Company Common Stock
|
|
Total
Purchase Price:
|
$6,844,475.70
|
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.
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
Pages Follow]
|
Sincerely,
|
|
|
INVUS,
L.P.,
a
Bermuda limited partnership
|
|
|
By:
Invus Advisors, L.L.C., its general partner
|
|
|
By:
|
/s/
Raymond Debbane
|
|
Name:
|
Raymond
Debbane
|
|
Title:
|
President
|
|
INVUS
C.V.,
a
Netherlands limited partnership
|
|
|
By:
Ulys, L.L.C., its general partner
|
|
|
By:
|
/s/
Raymond Debbane
|
|
Name:
|
Raymond
Debbane
|
|
Title:
|
President
|
|
Accepted
and agreed to:
|
|
|
LEXICON
PHARMACEUTICALS, INC.,
a
Delaware corporation
|
|
|
By:
|
/s/
Arthur T. Sands
|
|
Name:
|
Arthur
T. Sands, M.D. Ph.D.
|
|
Title:
|
President
and Chief Executive
Officer
|