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): July 9, 2003
NPS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23272 87-0439579
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
420 Chipeta Way, Salt Lake City, Utah 84108
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (801) 583-4939
Item 5. Other Events and Required FD Disclosure.
On July 9, 2003, NPS Pharmaceuticals, Inc. (the "Company"), issued a press
release announcing that the initial purchasers of $170 million principal amount
of its 3% Convertible Notes due 2008 had elected to exercise their option to
purchase an additional $22 million principal amount of such Notes. As a result,
the final aggregate principal amount of the offering of the Notes is $192
million. These Notes are convertible into NPS Pharmaceuticals, Inc. common stock
at a conversion price of approximately $36.59 per share (reflecting a 35%
premium relative to the NASDAQ closing price for the Company's common stock of
$27.10 on June 11, 2003). The placement of the additional Notes closed on July
11, 2003. A copy of the Company's press release issued on July 9, 2003 pursuant
to Rule 135c of the Securities Act is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
The securities described in this Form 8-K have not been registered under
the Securities Act, or any state securities laws, and may not be offered or sold
in the United States absent registration under, or an applicable exemption from,
the registration requirements of the Securities Act and applicable state
securities laws. This Form 8-K does not constitute an offer to sell these
securities nor is it a solicitation of an offer to purchase these securities.
The statements in this Form 8-K regarding future aspects relating to the
offering and other statements which are not historical facts are forward-looking
statements that involve risks and uncertainties, including, but not limited to,
market and competitive conditions, that may cause actual future experience and
results to differ materially from the statements made.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Exhibit Description
------- -----------
99.1 Press Release of NPS Pharmaceuticals, Inc. dated July 9,
2003, issued pursuant to Rule 135c of the Securities Act.
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.
NPS PHARMACEUTICALS, INC.
Date: July 14, 2003 By: /s/ Hunter Jackson
---------------------------------
Hunter Jackson, Ph.D.
Chief Executive Officer,
President and Chairman
of the Board
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Press Release of NPS Pharmaceuticals, Inc. dated
July 9, 2003, pursuant to Rule 135c of the Securities Act.