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) April 1, 2005
Progenics Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-23143 | | 13-3379479 |
| |
| |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
777 Old Saw Mill River Road, Tarrytown, New York 10591
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 789-2800
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))
Item 8.01 Other Events
On April 1, 2005, Progenics Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with CIBC World Markets Corp. and UBS Securities LLC with regard to the issuance and sale of 2,000,000 shares of the Company’s common stock, $0.0013 par value per share. The price to the public was $15.25, and proceeds to the Company from the offering, net of expenses, are expected to be approximately $29.3 million. The shares were issued pursuant to a Registration Statement on Form S-3 (File No. 333-115895) previously filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
The Company’s press release announcing the pricing of the underwritten public offering is filed as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit No. | Description |
| | |
| 1.1 | Underwriting Agreement dated April 1, 2005, by and between the Company and CIBC World Markets and UBS Securities LLC; |
| | |
| 5.1 | Opinion of Dewey Ballantine LLP; |
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| 23.1 | Consent of Dewey Ballantine LLP (contained in Exhibit 5.1 above); and |
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| 99.1 | Press Release dated April 1, 2005. |
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.
| | | PROGENICS PHARMACEUTICALS, INC. |
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| | By: | /s/ ROBERT A. MCKINNEY
Robert A. McKinney
Chief Financial Officer,
Vice President, Finance and Operations and
Treasurer |
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| Date: April 5, 2005 | | |
