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 19, 2007
Progenics Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
000-23143
|
|
13-3379479 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 777 Old Saw Mill River Road, Tarrytown, New York
|
|
10591 |
| |
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code (914) 789-2800
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 19, 2007, Progenics Pharmaceuticals, Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with UBS Securities LLC, CIBC World Markets
Corp. and Morgan Stanley & Co. Incorporated with regard to the issuance and sale of 2,600,000
shares of the Company’s common stock, $.0013 par value per share, and subsequent offer and resale
of such shares to the public (the “Offering”). The Company has granted the underwriters an option
to buy up to 390,000 additional shares of the Company’s common stock. The underwriters may exercise
this option solely for the purpose of covering over-allotments, if any, made in connection with the
Offering. The underwriters have 30 days from September 19, 2007 to exercise this option. The price
to the public is $23.15 per share, and proceeds to the Company from the offering, net of expenses,
are expected to be approximately $57.1 million ($65.7 million, if the underwriters’ over-allotment
option is exercised in full). The shares were issued pursuant to a Registration Statement on Form
S-3 (File No. 333-130912) previously filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. A copy of the Underwriting Agreement is attached hereto as
Exhibit 1.1 and is incorporated herein by reference.
The Company’s press release announcing the pricing of the underwritten public offering is filed as
Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| |
|
|
| Exhibit No. |
|
Description |
1.1
|
|
Underwriting Agreement dated September 19, 2007, by and between the Company, UBS Securities
LLC, CIBC World Markets Corp. and Morgan Stanley & Co. Incorporated; |
|
|
|
5.1
|
|
Opinion of Dewey Ballantine LLP; |
|
|
|
23.1
|
|
Consent of Dewey Ballantine LLP (contained in Exhibit 5.1 above); and |
|
|
|
99.1
|
|
Press Release dated September 20, 2007. |