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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (Date of earliest event reported):
MARCH 10, 2000
CUBIST PHARMACEUTICALS, INC
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-21379 22-3192085
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
24 EMILY STREET, CAMBRIDGE, MASSACHUSETTS 02139
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 576-1999
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ITEM 5. OTHER EVENTS.
On March 10, 2000, the Registrant announced that it has filed a
Registration Statement with the Securities and Exchange Commission in connection
with its proposed public offering of 2,500,000 shares of Common Stock, which is
described in the Registrant's press release dated March 10, 2000, a copy of
which is filed as Exhibit 99.1 to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 Press Release dated March 10, 2000
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.
CUBIST PHARMACEUTICALS, INC.
By: /s/ Thomas A. Shea
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Thomas A. Shea
Vice President, Finance and
Administration, Treasurer and Chief
Financial Officer
Dated: March 14, 2000
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EXHIBIT 99.1
CONTACTS:
CUBIST PHARMACEUTICALS, INC. NOONAN/RUSSO COMMUNICATIONS
THOMAS SHEA, VICE PRESIDENT & CFO CHRIS MORRISON - MEDIA
(617) 576-4155 (212) 696-4455 EXT. 230
[email protected] [email protected]
CUBIST PHARMACEUTICALS, INC. FILES REGISTRATION STATEMENT FOR
PUBLIC OFFERING
CAMBRIDGE, MASS., MARCH 10, 2000 -- Cubist Pharmaceuticals, Inc. (Nasdaq: CBST)
today announced that it has filed a Registration Statement with the Securities
and Exchange Commission in connection with its proposed public offering of
2,500,000 shares of Common Stock.
FleetBoston Robertson Stephens will serve as lead managing underwriter and
Pacific Growth Equities, Inc., Chase H&Q, ING Barings and Lazard Freres & Co.
LLC will serve as co-managing underwriters for the proposed offering. The
company has also granted the underwriters an option to purchase up to an
additional 375,000 shares to cover over-allotments, if any.
Cubist Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on
the research, development and commercialization of novel antimicrobial drugs to
combat serious and life threatening bacterial and fungi infections. Cubist is
evaluating the efficacy and safety of daptomycin in the EDGE(TM) (Evaluation of
Daptomycin in Gram-positive Entities) clinical trial program.
A Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission, but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the Registration Statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
A preliminary prospectus relating to the offering may be obtained from
FleetBoston Robertson Stephens at 555 California St., San Francisco, CA 94104,
415-781-9700.
CUBIST SAFEHARBOR STATEMENT
STATEMENTS CONTAINED HEREIN THAT ARE NOT HISTORICAL FACTS MAY BE
FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934) THAT ARE SUBJECT TO A VARIETY OF RISKS AND UNCERTAINTIES. THERE ARE A
NUMBER OF IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM
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THOSE PROJECTED OR SUGGESTED IN ANY FORWARD-LOOKING STATEMENTS MADE BY THE
COMPANY. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: (i) THE COMPANY'S
ABILITY TO SUCCESSFULLY COMPLETE PRODUCT RESEARCH AND DEVELOPMENT, INCLUDING
PRE-CLINICAL AND CLINICAL STUDIES AND COMMERCIALIZATION; (ii) THE COMPANY'S
ABILITY TO OBTAIN REQUIRED GOVERNMENTAL APPROVALS; (iii) THE COMPANY'S ABILITY
TO ATTRACT AND/OR MAINTAIN MANUFACTURING, SALES, DISTRIBUTION AND MARKETING
PARTNERS; AND (IV) THE COMPANY'S ABILITY TO DEVELOP AND COMMERCIALIZE ITS
PRODUCTS BEFORE ITS COMPETITORS. ADDITIONAL FACTORS THAT WOULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED OR SUGGESTED IN ANY
FORWARD-LOOKING STATEMENTS IS CONTAINED IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THOSE FACTORS DISCUSSED UNDER THE
CAPTION "RISK FACTORS" IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K (FILE NO.
000-21379) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000.
For additional information, visit the Company's Internet web site at
HTTP://WWW.CUBIST.COM or HTTP://WWW.NOONANRUSSO.COM.
