UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 20, 2005
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ADAMS RESPIRATORY THERAPEUTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 000-51445 75-2725552
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
425 MAIN STREET, CHESTER, NEW JERSEY 07930
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(908) 879-1400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 20, 2005, Adams Respiratory Therapeutics, Inc., a Delaware
corporation ("the Company") executed an Underwriting Agreement, by and among the
Company, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. Incorporated (the "Underwriting Agreement"). A copy of
the form of Underwriting Agreement was filed as Exhibit 1.1 to Amendment No. 4
to the Company's Registration Statement on Form S-1 (File No. 333-123585) on
July 19, 2005. Pursuant to the Underwriting Agreement, among other things, the
Company and certain selling stockholders agreed to sell to the underwriters an
aggregate of 5,697,000 and 2,253,000 shares, respectively, of the Company's
common stock at a purchase price of $17.00 per share, less the underwriting
discounts and commissions. Pursuant to the Underwriting Agreement, the
underwriters were also granted the option to purchase up to 1,192,500 additional
shares of common stock from the Company to cover over-allotments, if any. The
over-allotment option was exercised by the underwriters on July 22, 2005.
ITEM 8.01 OTHER EVENTS.
On July 21, 2005, the Company announced the pricing of its initial
public offering. On July 22, 2005, the underwriters exercised in full their
over-allotment option to purchase an additional 1,192,500 shares from the
Company at the initial public offering price of $17.00 per share. On July 26,
2005, the Company announced the closing of its initial public offering. Attached
as Exhibits 99.1, 99.2 and 99.3 hereto and incorporated by reference in their
entirety are the press releases issued by the Company on July 21, 2005, July 22,
2005 and July 26, 2005, respectively.
ITEM 9.01
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated July 21, 2005
99.2 Press Release, dated July 22, 2005
99.3 Press Release, dated July 26, 2005
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.
ADAMS RESPIRATORY THERAPEUTICS, INC.
By: /s/ David P. Becker
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David P. Becker
Executive Vice President, Chief Financial
Officer and Treasurer
Dated: July 26, 2005