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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 - FEBRUARY 27, 1998
(Date of earliest event reported)
ALKERMES, INC.
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 0-19267 23-2472830
(State of incorporation) (Commission file number) (IRS employer
identification
number)
64 SIDNEY STREET, CAMBRIDGE, MASSACHUSETTS 02139
(Address of principal executive offices, zip code)
AREA CODE (617) 494-0171
(Telephone number)
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ITEM 5. OTHER INFORMATION.
On February 27, 1998, the Company issued a press release, a copy of which
is attached as Exhibit 99 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99 Press Release, dated February 27, 1998
2
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SIGNATURES
Pursuant to requirements of Section 13 or 15(d) 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.
Dated: February 27, 1998 Alkermes, Inc.
By: /s/ Michael J. Landine
---------------------------------
Michael J. Landine
Senior Vice President and Chief
Financial Officer
3
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ALKERMES, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
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<S> <C>
99 Press Release, dated February 27, 1998
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FOR IMMEDIATE RELEASE
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Richard F. Pops
Chief Executive Officer
64 Sidney Street
Cambridge, MA 02139
(617)494-0171
ALKERMES ANNOUNCES OFFERING OF $100 MILLION OF
CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
Cambridge, MA, February 27, 1998. Alkermes, Inc. (the "Company") (NASDAQ: ALKS)
announced today that it has entered into a purchase agreement providing for the
sale to certain initial purchasers of 2,000,000 shares of convertible
exchangeable preferred stock at $50 per share (the "Preferred Stock") in a
private offering to certain institutional investors expected to close March 4,
1998. The Company has granted the initial purchasers a 30-day option to purchase
up to an additional 300,000 shares of the Preferred Stock to cover
over-allotments, if any. Dividends on the Preferred Stock will be cumulative at
the annual rate of $3.25 per share. The Preferred Stock will be convertible into
shares of Common Stock of the Company at a conversion price of approximately
$29.625 per share, subject to adjustment in certain circumstances. The Preferred
Stock will be exchangeable, at the option of the Company, into 6 1/2%
Convertible Debentures which will also be convertible into shares of Common
Stock of the Company. The Preferred Stock and the Debentures, if issued, will be
redeemable by the Company at declining redemption prices commencing in March
2001.
The Company stated that it intends to use the proceeds of the offering for the
funding of preclinical testing and clinical trials and for other research and
development activities, manufacturing facilities and equipment, working capital,
and other corporate purposes. The Company may also use a portion of its
available funds for acquisitions, although no such acquisitions are currently
contemplated.
THE SECURITIES TO BE OFFERED WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
ANY STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.
