Add
LJPC to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| LJPC > SEC Filings for LJPC > Form 8-K on 26-Jan-2009 | All Recent SEC Filings |
26-Jan-2009
Entry into a Material Definitive Agreement, Unregistered Sale of Equit
On January 20, 2009, La Jolla Pharmaceutical Company (the "Company") entered into an amendment (the "Amendment") to its Amended and Restated Rights Agreement, dated as of December 2, 2008 (the "Rights Plan"), between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent"). The Amendment was executed in connection with a Securities Purchase Agreement, dated as of January 4, 2009, (the "Purchase Agreement") entered into between the Company and BioMarin Pharmaceutical Inc. ("BioMarin"). The Amendment amends the definition of "Acquiring Person" to allow BioMarin to acquire, under the Purchase Agreement, shares of Series B-1, B-2 and B-3 Preferred Stock of the Company, as well as the shares of Company common stock issuable upon conversion thereof, without triggering the rights under the Rights Plan. All other terms of the Rights Plan remain unchanged.
A copy of the Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
On January 20, 2009 and acting pursuant to the Purchase Agreement, the Company issued to BioMarin a total of 339,104 shares of Series B-1 Preferred Stock (the "Preferred Shares"). The Preferred Shares are convertible at BioMarin's election into an aggregate of 10,173,120 shares of the Company's common stock. The offering and sale of the Preferred Shares was made pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.
As indicated under Item 1.01, the Company and the Rights Agent have entered into the Amendment. The Amendment modifies certain rights of holders of the Rights issued under the Rights Plan. The description of such modifications contained in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.03.
(d) Exhibits. The following exhibit is filed with this report on Form 8-K:
Exhibit Number 4.1
Description of Exhibit
Amendment No. 1, dated as of January 20, 2009, to Amended and Restated Rights
Agreement dated December 2, 2008, by and between La Jolla Pharmaceutical Company
and American Stock Transfer & Trust Company, LLC.
|
|