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): November 24, 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
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On November 23, 2004, Encysive Pharmaceuticals Inc. (the "Company")
entered into a lease agreement (the "Lease Agreement") with W9/LWS II Real
Estate Limited Partnership for office space in Houston, Texas consisting of
approximately 40,730 square feet. The term of the lease is three years
commencing on January 1, 2005 and expiring on December 31, 2007. The monthly
base rent due under the lease during the term is $54,306.67, $56,853,29 and
$59,397.92 in years one, two and three, respectively; provided that the monthly
base rent will be abated for the first four months of the term. In addition, the
Company will be entitled to a reimbursement for some of the costs of leasehold
improvements through a cash allowance and a credit against the monthly base
rent. The Company has the option to extend the term of the lease for two
consecutive periods of twelve months each at a monthly base rent of fair market
value, as determined by the Company and the landlord. The foregoing description
of the Lease Agreement does not purport to be complete and is qualified in its
entirety by reference to the Lease Agreement, which is attached as Exhibit 10.1
hereto, and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Lease Agreement between Encysive Pharmaceuticals Inc.
and W9/LWS II Real Estate Limited Partnership.
[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.
(Registrant)
Date: November 24, 2004
/s/ Stephen L. Mueller
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Vice President, Finance and Administration
Secretary and Treasurer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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10.1 Lease Agreement between Encysive Pharmaceuticals Inc. and W9/LWS
II Real Estate Limited Partnership.