SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 25, 2000
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ALEXION PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0 -27756 13-3648318
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
25 Science Park, New Haven, CT 06511
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 776-1790
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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 25, 2000, Alexion Pharmaceuticals, Inc. issued the press
release filed herewith as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99 Press Release dated February 25, 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.
ALEXION PHARMACEUTICALS, INC.
Date: February 24, 2000 By: /s/ Leonard Bell
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Name: Leonard Bell, M.D.
Title: President, Chief Executive Officer,
Secretary and Treasurer
Exhibit 99
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For Immediate Release
Contacts:
Leonard Bell, M.D. Noonan/Russo Communications, Inc. Thomson Financial
President and CEO Prateek Patnaik (Media) Rhonda Chiger
Alexion Pharmaceuticals, Inc. (212) 696-4455 Ext. 273 (Investor)
(203) 776-1790 Ext. 103 email: [email protected] (212) 510-9280
email: [email protected]
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Alexion Announces Intention to Offer Approximately $120 Million Convertible
Notes due 2007
NEW HAVEN, Conn., February 25, 2000 -- Alexion Pharmaceuticals, Inc. (Nasdaq:
ALXN) today announced that it intends to offer, subject to market and other
conditions, approximately $120 million of Convertible Subordinated Notes due
2007 ($150 million if an option for an additional $30 million is exercised in
full) through an initial purchaser to qualified institutional buyers under Rule
144A and Regulation S of the Securities Act of 1933, as amended (the
"Securities Act"). The notes would be convertible into Alexion's common stock at
the option of the holder, at a price to be determined. The offering is expected
to close in March 2000.
The net proceeds of the proposed offering would be used to fund research and
clinical development activities, manufacturing development, manufacturing and
commercialization of the Company's product candidates; drug discovery; as well
as for working capital and general corporate purposes. In addition, Alexion may
use a portion of the net proceeds for potential acquisitions of additional
technologies and compounds.
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
and Regulation S 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 state securities laws.
Alexion is engaged in the discovery and development of products for the
treatment of cardiovascular, autoimmune and neurologic diseases caused by
undesired effects of the human immune system. Alexion's two lead product
candidates are currently in seven clinical development programs. 5G1.1-SC, in
collaboration with Procter & Gamble, is in a Phase IIb cardiopulmonary bypass
efficacy trial and in two Phase II myocardial infarction efficacy trials. 5G1.1
is in a Phase II efficacy trial for the chronic treatment of rheumatoid
arthritis, a Phase II efficacy trial for the chronic treatment of membranous
nephritis and it is commencing a Phase Ib pilot study for treatment of psoriasis
and a Phase Ib pilot study for treatment of dermatomyositis. This press release
and further information about Alexion Pharmaceuticals, Inc. can be found on the
World Wide Web at: www.AlexionPharm.com.
This news release contains forward-looking statements. Such statements are
subject to certain factors which may cause Alexion`s plans to differ or results
to vary from those expected including unexpected pre-clinical or clinical
results, the need for additional research and testing, delays in manufacturing,
access to capital and funding, delays and adverse changes in development of
commercial relationships and a variety of risks set forth from time to time in
Alexion's filings with the Securities and Exchange Commission, including but not
limited to the risks discussed in Alexion's Annual Report on Form lO-K for the
year ended July 31, 1999. Alexion undertakes no obligation to publicly release
results of any of these forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
