UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 28, 2005
DOV PHARMACEUTICAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-49730 | 22-3374365 |
| (State or Other Jurisdiction of | (Commission File No.) | (IRS Employer |
| Incorporation) | | Identification No.) |
433 Hackensack Avenue, Hackensack, NJ 07601
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (201) 968-0980
Not applicable
(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)) |
Explanatory Note
Registrant filed a Current Report on Form 8-K on October 28, 2005, to disclose certain information relative to its Third Annual Scientific Symposium. This Current Report on Form 8-K/A is being filed solely to correct errors that appeared in one of the slides filed in the Current Report as part of Exhibit 99.2 and included in Item 7.01 and incorporated in Item 8.01 thereof.
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K/A and Exhibit 99.3 hereto that are not historical facts constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act, each as amended, including statements regarding our expectations with respect to the progress of our clinical trial programs. We caution you that forward-looking statements are inherently uncertain and are simply point-in-time estimates based on a combination of facts and factors currently known by us about which we cannot be certain. Actual results or events will surely differ and may differ materially from our forward-looking statements as a result of many factors, some of which we may not be able to predict or may not be within our control. Such factors may also materially adversely affect our ability to achieve our objectives and to successfully develop and commercialize our product candidates, including our ability to:
| · | demonstrate the safety and efficacy of product candidates at each stage of development; |
| · | meet our development schedule for our product candidates, including with respect to clinical trial initiation, enrollment and completion; |
| · | meet applicable regulatory standards and receive required regulatory approvals on our anticipated time schedule or at all; |
| · | meet obligations and required milestones under our license and other agreements; |
| · | obtain and maintain collaborations as required with pharmaceutical partners; |
| · | obtain substantial additional funds; |
| · | obtain and maintain all necessary patents or licenses; and |
| · | produce drug candidates in commercial quantities at reasonable costs and compete successfully against other products and companies. |
Factors that may cause our actual results to differ materially from our forward-looking statements include (i) one or more of our product candidates could be shown to cause harmful side effects, (ii) one or more of our product candidates may not exhibit the expected therapeutic results, (iii) we or the FDA may suspend one or more of our clinical trials, (iv) patient recruitment may be slower than expected or patients may drop out of our clinical trials, (v) regulatory approval for our product candidates may not be received or may be delayed, and (vi) our licensees and collaborative partners on whom our success depends may not fulfill their obligations to us. You should also refer to the risks discussed in our other filings with the Securities and Exchange Commission including those contained in our annual report on Form 10-K filed on March 15, 2005, and our quarterly reports on Form 10-Q filed on May 9, 2005, and August 9, 2005. We qualify all our forward-looking statements by these cautionary statements. There may be other factors that may materially affect our forward-looking statements and our future results. Readers should not place undue reliance on our forward-looking statements. We do not undertake any obligation and do not intend to update any forward-looking statement herein or in Exhibit 99.3 to reflect new facts that come to light.
ITEM 7.01. REGULATION FD DISCLOSURE
Exhibit 99.3 corrects and replaces slide number 24 of Exhibit 99.2 of the Current Report on Form 8-K filed October 28, 2005.
ITEM 8.01. OTHER EVENTS
Exhibit 99.3 corrects and replaces slide number 24 of Exhibit 99.2 of the Current Report on Form 8-K filed October 28, 2005.
ITEM 9.01. EXHIBITS
(c) Exhibits. The following exhibits are filed with this Current Report on Form 8-K.
| | Exhibit No. | | Title |
| | 99.1 | | Press release, dated October 17, 2005, of DOV Pharmaceutical, Inc. (*) (Exhibit 99.1 was previously filed in Current Report on Form 8-K filed October 28, 2005) |
| | 99.2 | | Slide presentation of DOV Pharmaceutical, Inc. (*) (Exhibit 99.2 was previously filed in Current Report on Form 8-K filed October 28, 2005) |
| | 99.3 | | Corrected slide no. 24 of Exhibit 99.2 |
(*) Except as specifically noted in Item 8.01 above, the information included in these exhibits to this Current Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing(s) of registrant under the Securities Act of 1933, as amended. Furthermore, the furnishing of the information included in these exhibits to this Report is not intended to constitute a determination by registrant that the information is material or that the dissemination of the information is required by Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | DOV Pharmaceutical, Inc. |
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| Date: October 28, 2005 | By: | /s/ J. Robert Horton |
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J. Robert Horton Senior Vice President and General Counsel |
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EXHIBIT INDEX
| | Exhibit No. | | Title |
| | 99.1 | | Press release, dated October 17, 2005, of DOV Pharmaceutical, Inc. (*) (Exhibit 99.1 was previously filed in Current Report on Form 8-K filed October 28, 2005) |
| | 99.2 | | Slide presentation of DOV Pharmaceutical, Inc. (*) (Exhibit 99.2 was previously filed in Current Report on Form 8-K filed October 28, 2005) |
| | 99.3 | | Corrected slide no. 24 of Exhibit 99.2 |
(*) Except as specifically noted in Item 8.01 above, the information included in these exhibits to this Current Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing(s) of registrant under the Securities Act of 1933, as amended. Furthermore, the furnishing of the information included in these exhibits to this Report is not intended to constitute a determination by registrant that the information is material or that the dissemination of the information is required by Regulation FD.
