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DYAX > SEC Filings for DYAX > Form 8-K on 18-Mar-2014All Recent SEC Filings

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Form 8-K for DYAX CORP


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On March 14, 2014, Dyax Corp. (the "Company") entered into an Underwriting Agreement with Jefferies LLC, as representative of the several underwriters (the "Underwriting Agreement"), pursuant to which the Company agreed to offer and sell 8,000,000 shares of its common stock in an underwritten public offering at a public offering price of $9.25 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 1,200,000 shares. The Company expects to receive approximately $69.4 million in net proceeds from the offering after underwriting fees and offering expenses, or approximately $79.8 million if the underwriters' option is exercised in full. The shares are expected to be delivered to the underwriters on or about March 19, 2014, subject to the satisfaction of customary closing conditions.

The common stock was registered for offer and sale on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), by the Company's Registration Statement on Form S-3 (Registration No. 333-192065) (the "Registration Statement"). Attached hereto as Exhibit 1.1 is a copy of the Underwriting Agreement. The opinion of the Company's counsel regarding the validity of the shares issued pursuant to the offering is filed as Exhibit 5.1 hereto. This Current Report is being filed in part for the purpose of incorporating such exhibits by reference into the Registration Statement. In connection with this offering, on March 17, 2014, the Company filed with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b) under the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement between the Company and Jefferies LLC, as representative of the several underwriters, dated as of March 14, 2014.

5.1 Opinion of Edwards Wildman Palmer LLP.

23.1 Consent of Edwards Wildman Palmer LLP (contained in its opinion filed as Exhibit 5.1).

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