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): December 15, 2004
DOV PHARMACEUTICAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-49730 22-3374365
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
433 Hackensack Avenue, Hackensack, NJ 07601
-------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (201) 968-0980
Not applicable
--------------
(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:
|_| 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.
On December 15, 2004, DOV Pharmaceutical, Inc. (the "Company") announced that it
had commenced a private offering of up to $65.0 million aggregate principal
amount of convertible subordinated debentures due 2025. The Company expects to
grant the initial purchasers an option to purchase up to an additional $15.0
million aggregate principal amount of such debentures. The debentures will be
offered only to qualified institutional buyers, as defined in Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"). The Company's
press release issued pursuant to Rule 135c under the Securities Act is attached
hereto and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibit is filed with this Current Report on Form
8-K.
Exhibit No. Title
- ----------- -----
99.1 Press Release, dated December 15, 2004, of DOV Pharmaceutical, Inc.
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 thereunto duly authorized.
DOV Pharmaceutical, Inc.
Date: December 16, 2004 By: /s/ Arnold Lippa
-------------------------------------
Arnold Lippa
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Title
- ----------- -----
99.1 Press Release, dated December 15, 2004, of DOV Pharmaceutical, Inc.