UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 9, 2010
CLINICAL DATA, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-12716 | | 04-2573920 |
| (State of Incorporation) | | (Commission File Number) | | (IRS Employer |
| | | | | Identification No.) |
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| One Gateway Center, Suite 702, Newton, Massachusetts | | 02458 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (617) 527-9933
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))
Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2010, Clinical Data, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp., Wedbush Morgan Securities, Inc. and Roth Capital Partners, LLC (the “Underwriters”), for the sale by the Company to the public (the “Offering”) of 1,945,576 shares of the Company’s common stock, par value $0.01 per share (the “Firm Shares”). The Firm Shares are being sold to the public at a price of $14.30 per share, and the Underwriters have agreed to purchase the Firm Shares from the Company pursuant to the Underwriting Agreement at a price of $13.4777 per share. The net proceeds to the Company are expected to be approximately $25.9 million after deducting underwriting commissions and estimated expenses payable by the Company associated with the Offering. The Offering is expected to close on or about June 14, 2010, subject to customary closing conditions. The Company has granted the Underwriters a 30-day option to purchase an additional 291,836 shares of common stock (together with the Firm Shares, the “Shares”).
The Offering is being made pursuant to a prospectus supplement dated June 9, 2010 and an accompanying base prospectus dated June 28, 2007, pursuant to the Company’s existing effective shelf registration statement on Form S-3 (File No. 333-143883), which was filed with the Securities and Exchange Commission (the “Commission”) on June 19, 2007 and declared effective by the Commission on June 28, 2007, and an automatically effective registration statement on Form S-3 (File No. 333-167384), which was filed with the Commission on June 8, 2010.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, and 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 Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. 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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Item 8.01. Other Events.
On June 9, 2010, the Company issued a press release announcing that it had priced the public offering described in Item 1.01 of this Current Report on Form 8-K. The Company’s press release is filed as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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| Exhibit | | |
| Number | | Description |
| | | |
| 1.1 | | Underwriting Agreement dated June 9, 2010 by and among Clinical Data, Inc. and BMO Capital Markets, Corp., Wedbush Morgan Securities, Inc. and Roth Capital Partners, LLC |
| | | |
| 5.1 | | Opinion of Cooley LLP |
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| 23.1 | | Consent of Cooley LLP (included as part of Exhibit 5.1) |
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| 99.1 | | Press Release dated June 9, 2010 |
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.
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| | Clinical Data, Inc.
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| | By: | /s/ Caesar J. Belbel | |
| | | Caesar J. Belbel | |
| | | Executive Vice President,
Chief Legal Officer and Secretary | |
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DATE: June 9, 2010
EXHIBIT INDEX
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| Exhibit | | |
| Number | | Description |
| | | |
| 1.1 | | Underwriting Agreement dated June 9, 2010 by and among Clinical Data, Inc. and BMO Capital Markets, Corp., Wedbush Morgan Securities, Inc. and Roth Capital Partners, LLC |
| | | |
| 5.1 | | Opinion of Cooley LLP |
| | | |
| 23.1 | | Consent of Cooley LLP (included as part of Exhibit 5.1) |
| | | |
| 99.1 | | Press Release dated June 9, 2010 |
