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): December 10, 1998
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Sepracor Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-19410 22-2536587
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(Commission File Number) (I.R.S. Employer Identification No.)
111 Locke Drive
Marlborough, Massachusetts 01757
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(Address of Principal Executive Offices) (Zip Code)
(508) 481-6700
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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 December 10, 1998, Sepracor Inc. (the "Company") issued a press
release announcing that it has priced $300 million of 7% Convertible
Subordinated Debentures due December 15, 2005, which are convertible into shares
of the Company's Common Stock, $.10 par value, at a conversion price of $124.875
per share. A copy of the press release is attached to this Current Report on
Form 8-K as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
See Exhibit Index attached hereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December 17, 1998 SEPRACOR INC.
By: /s/ Robert F. Scumaci
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Robert F. Scumaci
Senior Vice President, Finance
and Administration
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated December 10, 1998.
Exhibit 99.1
SEPRACOR PRICES $300 MILLION CONVERTIBLE DEBENTURE OFFERING
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MARLBOROUGH, Mass., Dec. 10/PRNewswire/ -- Sepracor Inc. (Nasdaq:
SEPR - news), today announced that the Company has offered and priced a new
issue of $300 million of Convertible Subordinated Debentures due 2005 (the
"Debentures").
The Debentures will have an annual interest of 7.0%, will be
convertible into common stock at $124.875 per share, and will not be redeemable
for three years. The Company also may issue up to an additional $45 million of
Debentures pursuant to an option granted to the initial purchaser of the
Debentures.
The Company intends to use the proceeds from the sale of the Debentures
for its ongoing preclinical and clinical trials, funding of other research and
development programs, working capital and other general corporate purposes.
The Debentures have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the Securities Act registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Debentures. This press release is being
issued pursuant to and in accordance with Rule 135c under the Securities Act.
To receive a copy of this release or any recent release via fax, call
Sepracor's automated news fax line at 1-800-758-5804 ext. 780960.
