UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 6, 2008
La Jolla Pharmaceutical Company
(Exact name of registrant as specified in its charter)
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| Delaware
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0-24274
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33-0361285 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 6455 Nancy Ridge Drive, San Diego, California
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92121 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (858) 452-6600
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On May 6, 2008, La Jolla Pharmaceutical Company (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with UBS Securities LLC and Canaccord
Adams Inc., as representatives of the underwriters (collectively, the “Underwriters”),
relating to the public offering, issuance and sale of a total of 15,614,834 units (the
“Offering”), with each unit consisting of one share of common stock and a warrant to
purchase 0.25 shares of common stock, at a price to the public of $1.92125 per unit. The warrants,
which represent the right to acquire a total of 3,903,708 shares of common stock, will be
exercisable at a price of $2.15 per share and have a five-year term. The Underwriters have agreed
to purchase the units from the Company pursuant to the Underwriting Agreement at a purchase price
of $1.805975 per unit. The Company has agreed to provide the Underwriters with customary
indemnification rights under the Underwriting Agreement.
The total gross offering proceeds will be approximately $30 million and the offering proceeds
to the Company, net of underwriting discounts and commissions and expenses, are expected to be approximately $27.85 million.
The Offering is expected to close on or about May 12, 2008, subject to customary closing
conditions. The offering is being made pursuant to the Company’s effective shelf registration
statements on Form S-3 (Registration No. 333-101499 and Registration No. 333-145009) previously
filed with, and declared effective by, the Securities and Exchange Commission.
The Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated herein
by reference. The form of warrant to be issued in the Offering is filed as Exhibit 10.1 to this
report and is incorporated herein by reference. The description of the terms of each of the
Underwriting Agreement and the form of warrant in this report is qualified in its entirety by
reference to such exhibits.
Upon the completion of the Offering, the Company also expects to amend its Rights Agreement
with American Stock Transfer & Trust Co., dated December 3, 1998, to allow Essex Woodlands Health
Ventures Fund VI, L.P. (and its affiliates) to acquire and beneficially own up to 37.2% of our issued and outstanding shares without
becoming an “acquiring person” under the agreement and triggering the rights issued thereunder. The
Company expects that immediately after the completion of the Offering, Essex Woodlands Health
Ventures Fund VI, L.P. (and its affiliates) will beneficially own approximately 36.7% of our total issued and outstanding common
stock.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed with this report on Form 8-K:
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| Exhibit |
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Description of Exhibit |
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1.1
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Underwriting Agreement, dated May 6, 2008 |
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5.1
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Opinion of Goodwin Procter LLP |
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10.1
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Form of Warrant Agreement |