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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 13, 2000
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United Therapeutics Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26301 52-1984749
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
1110 Spring Street
Silver Spring, MD 20910
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(301) 608-9292
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ITEM 5. OTHER EVENTS.
On July 13, 2000, United Therapeutics Corporation, a Delaware
corporation (the "Company"), entered into purchase agreements with institutional
investors for the sale of 1,300,000 shares of its common stock, par value $.01
per share (the "Shares"), in a private placement transaction pursuant to
Regulation D promulgated under the Securities Act of 1933, as amended. The
closing of the purchase agreements is expected to occur within 5 business days
of July 13, 2000.
The per share purchase price of the Shares was $110. Gross proceeds to
the Company from the sale of the Shares will be $143,000,000. The Company will
pay Deutsche Banc Alex. Brown a cash fee of $8,580,000 for its services as
placement agent for the private placement. The Company intends to use the net
proceeds from the Offering to augment its drug development programs, for
acquisitions, and for other general corporate purposes.
The terms of the purchase agreements require the Company to use its
reasonable best efforts to file a registration statement covering resales of the
Shares by the investors within 15 days of the closing and to cause the
registration statement to become effective within 30 days after the filing of
the registration statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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Exhibit No. Description of Exhibit
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99.1 Press release dated July 13, 2000.
99.2 Form of Stock Purchase Agreement dated July 13, 2000.
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SIGNATURE
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.
United Therapeutics Corporation
(Registrant)
Date: July 14, 2000 By: /s/ Fred T. Hadeed
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Name: Fred T. Hadeed
Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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<S> <C>
99.1 Press release dated July 13, 2000.
99.2 Form of Stock Purchase Agreement dated July
13, 2000.
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