UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARCH 29, 2004
Date of Report (Date of earliest event reported)
DISCOVERY LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-26422 94-3171943
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
350 MAIN STREET, SUITE 307
DOYLESTOWN, PENNSYLVANIA 18901
(Address of principal executive offices)
(215) 340-4699
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On March 29, 2004, Discovery Laboratories, Inc., a Delaware
corporation (the "Company"), entered into an Underwriting Agreement, dated as of
March 29, 2004 between the Company and Bear, Stearns & Co. Inc., as
representative of the several underwriters named therein, pursuant to which the
Company shall issue 2,200,000 shares (the "Shares") of the Company's common
stock, par value $.001 per share (the "Common Stock"), in a public offering (the
"Offering"). The Shares are expected to be delivered to purchasers on or about
April 2, 2004. The Company expects to receive approximately $22,785,000 in net
proceeds from the Offering, after deducting underwriting discounts and other
expenses of the Offering. After giving effect to the closing of the Offering,
the Company expects to have cash and marketable securities of approximately $45
million.
The Company currently anticipates using the net proceeds from the
Offering primarily for: (i) continuing research, clinical development and
regulatory requirements associated with the Company's Surfactant Replacement
Therapies, including the Company's lead product, Surfaxin(R); (ii) investing in
and supporting a long-term manufacturing strategy including further development
and scale-up of the Company's current contract manufacturer, alternative
contract manufacturers and building the Company's own manufacturing operations
in order to secure additional manufacturing capabilities to meet production
needs; (iii) investing in marketing and commercialization (including
distribution) resources to execute the launch of Surfaxin for the treatment of
Respiratory Distress Syndrome in premature infants, if approved, and the
execution of the Company's "Discovery/Surfaxin" brand worldwide sales and
marketing strategy; and (iv) investing in additional general and administrative
resources primarily to support the Company's business development initiatives,
financial systems and controls and management information technologies. The
amounts and timing of the expenditures may vary significantly depending on
numerous factors, such as the progress of the Company's research and development
efforts, technological advances and the competitive environment for Surfaxin and
its intended uses. The Company also might use a portion of the net proceeds to
acquire or invest in complementary businesses, products and technologies.
Pending the application of the net proceeds, the Company expects to invest the
proceeds in short-term, interest-bearing instruments or other investment-grade
securities.
The offer and sale of the Shares is being made under the Company's
existing shelf registration statement on Form S-3 (Registration No. 333-111360)
filed with the Securities and Exchange Commission on December 19, 2003 (the
"Registration Statement"), relating to the possible sale from time to time of up
to 6,500,000 shares of Common Stock. The Registration Statement became effective
on January 7, 2004. This Current Report on Form 8-K is being filed to
incorporate the exhibit hereto into the Registration Statement. The Company's
results could be affected by risk factors listed in its reports filed with the
Securities and Exchange Commission, including the annual report on Form 10-K for
the fiscal year ended December 31, 2003.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
1.1 Underwriting Agreement, dated March 29, 2004, between the
Company and Bear, Stearns & Co. Inc., as representative of the
several underwriters named therein.
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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.
DISCOVERY LABORATORIES, INC.
By: /s/ David L. Lopez
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Name: David L. Lopez
Title: Senior Vice President, and
General Counsel
Date: March 30, 2004
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