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): October 15, 2004
Sepracor Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
| 0-19410 |
| 22-2536587 |
(State or Other Juris- |
| (Commission |
| (IRS Employer |
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84 Waterford Drive |
| 01752 | ||
(Address of Principal Executive Offices) |
| (Zip Code) | ||
Registrant’s telephone number, including area code: (508) 481-6700
(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):
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
As previously reported, on September 17, 2004, Sepracor Inc. (the “Registrant”) entered into a purchase agreement (the “Purchase Agreement”) with Morgan Stanley & Co. Incorporated (the “Initial Purchaser), pursuant to which the Registrant sold $500 million in aggregate principal amount of 0% convertible senior subordinated notes due 2024 (the “Notes”) to the Initial Purchaser. Under the terms of the Agreement, the Registrant also granted to the Initial Purchaser an option (the “Option”) to purchase up to an additional $100 million of Notes within 30 days of the date of the Purchase Agreement.
On October 15, 2004, the Registrant entered into an amendment to the Purchase Agreement (the “Amendment”), extending until November 29, 2004 the date until which the Initial Purchaser may exercise its Option.
The foregoing description is qualified in its entirety by reference to the Amendment, which is attached to this current report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
See Exhibit Index attached hereto.
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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 hereunto duly authorized.
| Sepracor Inc. | |
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Date: October 18, 2004 | By: | /s/ Robert F. Scumaci |
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| Robert F. Scumaci |
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EXHIBIT INDEX
Exhibit No. |
| Description |
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10.1 |
| Amendment to Purchase Agreement dated September 17, 2004 |
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