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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): March 30, 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 March 30, 2000, Alkermes, Inc. amended the Purchase Agreement by and
among Alkermes, Inc. and the several Initial Purchasers named in Schedule A
thereto in order to extend the period of time which the Initial Purchasers have
to exercise the option to purchase an additional $50 million of Convertible
Subordinated Notes due 2007 from 45 days to 60 days from the date of the
Purchase Agreement. The amendment is attached as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99 Amendment No. 1 to Purchase Agreement dated March 30, 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: March 31, 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 Amendment No. 1 to Purchase Agreement dated March 30, 2000
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EXHIBIT 99
AMENDMENT NO. 1 TO
PURCHASE AGREEMENT
This Amendment No. 1 ("AMENDMENT") to the Purchase Agreement (the "PURCHASE
AGREEMENT") by and among Alkermes, Inc., a Pennsylvania Corporation (the
"COMPANY") and the several Initial Purchasers named in Schedule A thereto (the
"INITIAL PURCHASERS") is entered into as of the 30th day of March, 2000 by and
between the Company and FleetBoston Robertson Stephens Inc. as representative of
the several Initial Purchasers.
WHEREAS, the Company and the Initial Purchasers are parties to the existing
Purchase Agreement;
WHEREAS, the Company and the Initial Purchasers wish to extend the period
of time which the Initial Purchasers have to exercise the option to purchase the
Option Securities from 45 days from the date of the Purchase Agreement to 60
days from the date of the Purchase Agreement; and
WHEREAS, the Company and the Initial Purchasers desire to amend the
Purchase Agreement in accordance with Section 15 thereof as set forth below.
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Amendment, the parties
mutually agree as follows:
1. That the second sentence of Section 2(b) of the Purchase Agreement be
deleted and replaced in its entirety with the following:
"The option granted hereunder may be exercised at any time upon
notice by the Initial Purchasers to the Company which notice may
be given at any time within 60 days from the date of this
Agreement."
2. All capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Purchase Agreement.
3. All other terms and provisions of the Purchase Agreement shall remain
in full force and effect in accordance with the terms thereof.
4. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument. For
purposes of executing this Amendment, (a) a document signed and
transmitted by facsimile machine or telecopier shall be treated as a
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original document; (b) the signature of any party on such document
shall be considered an original signature; (c) the document
transmitted (or the document of which the page containing the
signature or signature of one or more parties is transmitted) shall
have the same effect as a counterpart thereof containing original
signatures.
5. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
[Remainder of Page Left Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. 1
to the PURCHASE AGREEMENT as of the date set forth in the first paragraph
hereof:
COMPANY:
ALKERMES, INC.
By: /s/ James Frates
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Name: James Frates
Title: Vice President and
Chief Financial Officer
AGREED AND ACCEPTED as of
the date first above written.
FLEETBOSTON ROBERTSON STEPHENS INC.
ADAMS, HARKNESS & HILL, INC.
ING BARINGS LLC
J.P. MORGAN SECURITIES INC.
PAINEWEBBER INCORPORATED
SG COWEN SECURITIES CORPORATION
U.S. BANCORP PIPER JAFFRAY INC.
BY: FLEETBOSTON ROBERTSON STEPHENS INC.
By:/s/ Brendan Dyson
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Authorized Signatory
