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): March 9, 2006
DYAX CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 000-24537 | | 04-3053198 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
300 Technology Square
Cambridge, MA 02139
(Address of Principal Executive Offices) (Zip Code)
(617) 225-2500
(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:
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 8.01 Other Events.
On March 9, 2006, Dyax Corp. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc. (the “Underwriter”), pursuant to which the Company agreed to offer and sell 5,500,000 shares of its common stock in an underwritten public offering. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 825,000 shares to cover over-allotments, if any. The Company expects to receive approximately $30,000,000 in net proceeds from the offering after underwriting discounts and offering expenses. The shares are expected to be delivered to the Underwriter on or about March 14, 2006.
The common stock was registered for offer and sale on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), by the Company’s Registration Statement on Form S-3 (Registration No. 333-127859) (as amended, the “Registration Statement”). Attached hereto as Exhibit 1.1 is a copy of the Underwriting Agreement. The opinion of the Company’s counsel regarding the validity of the shares issued pursuant to the offering is filed as Exhibit 5.1 hereto. This Current Report is being filed in part for the purpose of incorporating such exhibits by reference into the Registration Statement. In connection with this offering, on March 9, 2006, the Company filed with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b) under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement between the Company and Deutsche Bank Securities Inc. dated March 9, 2006.
5.1 Opinion of Edwards Angell Palmer & Dodge LLP.
23.1 Consent of Edwards Angell Palmer & Dodge LLP (contained in its opinion filed as Exhibit 5.1).
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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.
| DYAX CORP. |
| | |
| | |
Dated: March 9, 2006 | By: | /s/ Stephen S. Galliker | |
| | Stephen S. Galliker |
| | Executive Vice President, Finance |
| | and Administration, and Chief |
| | Financial Officer |
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EXHIBIT INDEX
Exhibit
No. | | Description |
| | |
1.1 | | Underwriting Agreement between the Company and Deutsche Bank Securities Inc. dated March 9, 2006. |
| | |
5.1 | | Opinion of Edwards Angell Palmer & Dodge LLP. |
| | |
23.1 | | Consent of Edwards Angell Palmer & Dodge LLP (contained in its opinion filed as Exhibit 5.1). |
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