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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): February 8, 2000
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ALKERMES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 0-19267 23-2472830
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(State or Other (Commission File (IRS Employer
Jurisdiction of Incorporation) Number) Identification No.)
64 Sidney Street
Cambridge, MA 02139-4136
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(Address of Principal (Zip Code)
Executive Offices)
(617) 494-0171
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On February 8, 2000, Alkermes, Inc. announced that it intends to offer,
subject to market and other conditions, $150 million of Convertible Subordinated
Notes due 2007 ($200 million if an option for an additional $50 million is
exercised in full) through initial purchasers to qualified institutional buyers
under Rule 144A of the Securities Act of 1933, as amended (the "Securities
Act"). The notes would be convertible into Alkermes' common stock at the option
of the holder, at a price to be determined. The offering is expected to close in
February 2000. The press release announcing this private placement is attached
as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99 Press Release dated February 8, 2000
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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 hereunto duly authorized.
ALKERMES, INC.
By: /s/ James M. Frates
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Date: February 14, 2000 James M. Frates
Vice President and Chief
Financial Officer
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ALKERMES, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
99 Press Release dated February 8, 2000
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Exhibit 99
For Immediate Release
ALKERMES ANNOUNCES A PRIVATE OFFERING OF CONVERTIBLE SUBORDINATED NOTES
CAMBRIDGE MA, February 8, 2000 -- Alkermes (NASDAQ: ALKS) today announced that
it intends to offer, subject to market and other conditions, $150 million of
Convertible Subordinated Notes due 2007 ($200 million if an option for an
additional $50 million is exercised in full) through initial purchasers to
qualified institutional buyers under Rule 144A of the Securities Act of 1933, as
amended (the "Securities Act"). The notes would be convertible into Alkermes'
common stock at the option of the holder, at a price to be determined. The
offering is expected to close in February 2000.
The net proceeds of the proposed offering would be used to fund research,
development and clinical trial activities and for manufacturing facilities and
equipment, as well as for working capital and general corporate purposes. In
addition, Alkermes may use a portion of the net proceeds for potential
acquisitions of additional technologies and compounds, none of which are
currently planned.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities.
The notes and the common stock issuable upon conversion of the notes have not
been registered under the Securities Act, or any state securities laws, and are
being offered only to qualified institutional buyers in reliance on Rule 144A
under the Securities Act. Unless so registered, the notes and the common stock
issuable upon conversion of the notes may not be offered or sold in the United
States except pursuant to an exemption from the registration requirements of the
Securities Act and applicable states securities laws.
Alkermes is a leader in the development of products based on sophisticated drug
delivery technologies. The Company has several areas of focus: controlled,
sustained release of injectable drugs lasting several days to several weeks,
utilizing its ProLease(R) and Medisorb(R) technologies; the development of
pharmaceutical products based on proprietary pulmonary drug delivery
technologies utilizing its AIR(TM) technology; the delivery of drugs into the
brain past the blood-brain barrier, utilizing its Cereport(R) technology; and
oral delivery of drugs using its RingCap(TM) and DST technologies. In addition
to its Cambridge, Massachusetts headquarters, research and manufacturing
facilities, Alkermes operates research and manufacturing facilities in Ohio and
a medical affairs office in Cambridge, England.
Certain statements set forth above may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Although Alkermes believes that such statements are based on reasonable
assumptions within the bounds of its knowledge of its business and operations,
Alkermes' business is subject to significant risks and there can be no assurance
that actual results of the Company's development activities and its results of
operations will not differ
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materially from its expectations. Factors which could cause actual results to
differ from expectations include, among other things, Alkermes' failure to
complete the sale of the notes or to use effectively the net proceeds from the
sale of the notes. For information with respect to other factors which could
affect expected results, reference is made to the reports filed by the Company
with the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended. For information with respect to other factors which could
affect expected results, reference is made to the reports filed by the Company
with the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended.
CONTACT:
James M. Frates
Vice President, Chief Financial Officer and Treasurer
Alkermes, Inc.
(617) 494-0171
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