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) SEPTEMBER 8, 2004
(SEPTEMBER 8, 2004)
ENCYSIVE PHARMACEUTICALS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20117 13-3532643
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6700 WEST LOOP, 4TH FLOOR, BELLAIRE, TEXAS 77401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 796-8822
NOT APPLICABLE
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(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):
[ ] 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 8.01 OTHER EVENTS.
OFFERING
On September 8, 2004, Encysive Pharmaceuticals Inc. (the "Company")
issued a press release announcing that it had entered into an underwriting
agreement (the "Underwriting Agreement") with Wachovia Capital Markets, LLC (the
"Underwriter") in connection with the offering (the "Offering") of 4,000,000
shares of the Company's common stock, par value $.005 per share (the "Common
Stock"). The Underwriting Agreement provides for a price per share to be paid by
the Underwriter to the Company of $7.76. After deducting underwriting discounts
and commissions and estimated offering expenses, the Company expects to realize
net proceeds of approximately $30.8 million. The Company also granted to the
underwriter a 30-day option to purchase up to 600,000 shares of Common Stock to
cover over-allotments.
The Offering is being made pursuant to the Company's Registration
Statement on Form S-3 (File No. 333-116193) (the "Registration Statement") under
the Securities Act of 1933, as amended. The Registration Statement provides that
the Company may offer, from time to time, up to $150,000,000 of the Company's
debt securities, Common Stock, together with any associated preferred stock
purchase rights, preferred stock, par value $.005 per share, depositary shares,
warrants, purchase contracts, units and guarantees.
The description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to such agreement, which
is filed as an exhibit to this Form 8-K and incorporated herein by reference.
ERS PRESS RELEASE
Also on September 8, 2004, the Company issued a press release
announcing the presentation of new clinical data on ThelinTM (sitaxsentan) in
pulmonary arterial hypertension, at the European Respiratory Society 14th Annual
Congress (September 4-8, 2004) in Scotland. The press release is filed as an
exhibit to this Form 8-K and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
None
(b) Pro forma financial information.
None
(c) Exhibits.
1.1 Underwriting Agreement dated September 8, 2004, between
Encysive Pharmaceuticals Inc. and Wachovia Capital Markets, LLC.
99.1 Opinion of Porter & Hedges, L.L.P. with respect to the legality
of the Common Stock.
99.2 Press Release.
99.3 Press Release.
[SIGNATURE PAGE FOLLOWS]
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.
ENCYSIVE PHARMACEUTICALS INC.
Date September 8, 2004
/s/ Stephen L. Mueller
Stephen L. Mueller
Vice President, Finance and
Administration Secretary and Treasurer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Underwriting Agreement dated September 8, 2004, between
Encysive Pharmaceuticals Inc. and Wachovia Capital Markets, LLC.
99.1 Opinion of Porter & Hedges, L.L.P. with respect to the legality
of the Common Stock.
99.2 Press Release.
99.3 Press Release.