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)
November 10, 2010
Cadence Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-33103 | | 41-2142317 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
12481 High Bluff Drive, Suite 200 San Diego, California 92130
(Address of principal executive offices, including zip code)
(858) 436-1400
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On November 10, 2010, Cadence Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., as representative of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of 11,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The price to the public in the offering was $8.00 per share, and the Underwriters purchased the shares from the Company pursuant to the Underwriting Agreement at a price of $7.52 per share. The net proceeds to the Company from the offering are expected to be approximately $86.2 million, after deducting underwriting discounts and commissions and estimated offering expenses. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,725,000 shares of Common Stock to cover over-allotments, if any. The closing of the offering with respect to 11,500,000 shares of Common Stock occurred on November 16, 2010.
The offering was made pursuant to the Company’s effective registration statements on Form S-3 (Registration Statement Nos. 333-161756 and 333-170538), which were previously filed with the Securities and Exchange Commission (the “SEC”) and became effective, and a prospectus supplement filed with the SEC. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this report and is incorporated by reference herein, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the Common Stock in the offering is attached as Exhibit 5.1 to this report.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The Company issued a press release on November 11, 2010 announcing the pricing of the offering. The press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit Number | | Description of Exhibit |
| |
| 1.1 | | Underwriting Agreement, dated November 10, 2010 |
| |
| 5.1 | | Opinion of Latham & Watkins LLP |
| |
| 23.1 | | Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
| |
| 99.1 | | Press Release, dated November 11, 2010 |
2
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.
| | |
| CADENCE PHARMACEUTICALS, INC. |
| |
| By: | | /S/ WILLIAM R. LARUE |
| | William R. LaRue |
| | Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
Date: November 16, 2010
3
EXHIBIT INDEX
| | |
Exhibit Number | | Description of Exhibit |
| |
| 1.1 | | Underwriting Agreement, dated November 10, 2010 |
| |
| 5.1 | | Opinion of Latham & Watkins LLP |
| |
| 23.1 | | Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
| |
| 99.1 | | Press Release, dated November 11, 2010 |
