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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 25, 2004
AVANIR PHARMACEUTICALS
| California | 001-15803 | 33-0314804 | ||
| (State of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 11388 Sorrento Valley Road, Suite 200, San Diego, California | 92121 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (858) 622-5200
NOT APPLICABLE
| Item 5. Other Events | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 1.1 | ||||||||
| EXHIBIT 99.1 | ||||||||
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Item 5. Other Events
On May 25, 2004, Avanir Pharmaceuticals (the “Company”) entered into an Underwriting Agreement with Lazard Freres & Co. LLC (“Lazard”) relating to the sale of 19,685,040 shares of Class A common stock in a firm-commitment offering at an offering price to the public of $1.27 per share. Lazard has been granted a 30-day over-allotment option to purchase up to an additional 2,952,756 shares of Class A common stock from the Company. The shares are being offered pursuant to the Company’s registration statement on Form S-3 (File No. 333-114389).
The Underwriting Agreement and the press release relating to the offering are attached hereto as Exhibits 1.1 and 99.1, respectively, and are incorporated herein by reference.
SIGNATURE
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 thereunto duly authorized.
Dated: May 25, 2004
| AVANIR PHARMACEUTICALS | ||||
| By: | /s/ Gregory P. Hanson | |||
| Gregory P. Hanson | ||||
| Chief Financial Officer | ||||