UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2005
ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21696 22-3106987
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
26 Landsdowne Street, Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 494-0400
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 (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))
EXPLANATORY NOTE
This Amendment No. 1 to the Registrant's Current Report on Form 8-K/A is
being furnished solely to correct an error in the Registrant's earnings release
included in Exhibit 99.1 to the Registrant's Current Report on Form 8-K
furnished yesterday. The line item for "other income (expense), net" for the
three months ended December 31, 2004 included in the Registrant's Condensed
Consolidated Statements of Operations should have read $255,000 instead of
$225,000. A revised version of the Registrant's earnings release, as so
corrected, is included herewith.
ITEM 2.02 Results of Operations and Financial Condition
On February 1, 2005, ARIAD Pharmaceuticals, Inc. announced consolidated
financial results for the quarter and the year ended December 31, 2004. A
copy of the press release is furnished pursuant to this Item 2.02 as
Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 8.01 Other Events.
In its press release dated February 1, 2005, ARIAD Pharmaceuticals, Inc.
outlined its clinical and financial goals for 2005 and provided detail of
upcoming corporate presentations under the headings "Key Milestones for
2005" and "Upcoming Events". The Company hereby incorporates such
information by reference into this Item 8.01 of this Current Report on Form
8-K.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
------- -----------
99.1 Press release dated February 1, 2005.
The portions of the Press Release incorporated by reference into Item
8.01 of this Current Report on Form 8-K are being filed pursuant to
Item 8.01. The remaining portions of the Press Release are being
furnished pursuant to Item 2.02 of this Current Report on Form 8-K and
shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise
subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act.
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.
ARIAD Pharmaceuticals, Inc.
By: /s/ Edward M. Fitzgerald
-------------------------------------------------
Edward M. Fitzgerald
Senior Vice President and Chief Financial Officer
Date: February 2, 2005
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
99.1 Press release dated February 1, 2005.