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): June 19, 2007
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))
ITEM 1.01 Entry into a Material Definitive Agreement
ARIAD Gene Therapeutics, Inc. ("AGTI") is an 80%-owned subsidiary of ARIAD
Pharmaceuticals, Inc. ("ARIAD"). The minority stockholders of AGTI include
Harvey J. Berger, M.D., ARIAD's Chairman, Chief Executive Officer and President,
and Jay R. LaMarche, a member of ARIAD's Board of Directors. In 2006, the
independent and disinterested members of ARIAD's Board of Directors (all of
ARIAD's directors other than Dr. Berger and Mr. LaMarche) began meeting to
evaluate a variety of potential strategic alternatives with respect to acquiring
the 20% minority interest of AGTI that ARIAD does not own. On June 19, 2007,
ARIAD entered into an agreement with Dr. Berger and Mr. LaMarche in their
individual capacities as shareholders of AGTI (the "Agreement"). The Agreement
contains provisions regarding (i) confidentiality of material non-public
information provided to them and their advisors in the course of evaluation of
any potential transaction, (ii) reimbursement by ARIAD of certain reasonable
expenses incurred by Dr. Berger and Mr. LaMarche to retain financial advisors
and legal counsel to advise them in connection with any potential transaction,
(iii) indemnification by ARIAD of Dr. Berger and Mr. LaMarche for claims arising
out of or relating to any potential transaction and (iv) the maintenance by
ARIAD of liability insurance for the benefit of Dr. Berger and Mr. LaMarche. A
copy of the Agreement is filed as Exhibit 10.1 to this Form 8-K, and the
information contained therein is incorporated herein by reference.
The evaluation by the independent and disinterested members of ARIAD's Board of
potential strategic alternatives with respect to acquiring the 20% minority
interest of AGTI is currently ongoing, and the independent and disinterested
members of ARIAD's Board expect to discuss any potential transaction with Dr.
Berger and Mr. LaMarche, in their individual capacities as shareholders of AGTI,
and their advisors. There can be no assurance that ARIAD will, at any time,
enter into a transaction with AGTI or its shareholders as a result of this
evaluation.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
- -------------- -----------
10.1 Agreement dated June 19, 2007 by and between ARIAD
Pharmaceuticals, Inc. and Harvey J. Berger, M.D. and Jay R.
LaMarche
2
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.
Date: June 21, 2007 By: /s/ Edward M. Fitzgerald
-------------------------------------
Edward M. Fitzgerald
Senior Vice President, Finance and
Corporate Operations, Chief Financial
Officer
3