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
Date of Report (Date of Earliest Event Reported): December 21, 2004
(December 16, 2004)
DOV Pharmaceutical, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-49730 22-3374365
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(State or Other Jurisdiction of (Commission File No.) (IRS Employer
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 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 16, 2004, DOV Pharmaceutical, Inc. (the "Company") announced the
pricing of its private offering of $65.0 million aggregate principal amount of
convertible subordinated debentures due 2025. The debentures will bear interest
at a rate of 2.50%. The Company has also granted to 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 sale of the debentures is expected to
close on December 22, 2004. 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.
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Exhibit No. Title
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99.1 Press Release, dated December 16, 2004, of DOV Pharmaceutical, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOV Pharmaceutical, Inc.
Date: December 21, 2004 By: /s/ Arnold Lippa
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Arnold Lippa
Chief Executive Officer
EXHIBIT INDEX
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Exhibit No. Title
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99.1 Press Release, dated December 16, 2004, of DOV Pharmaceutical, Inc.
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