UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: February, 2005
Commission File Number: 000-50393
NEUROCHEM INC.
275 Armand-Frappier Boulevard
Laval, Quebec
H7V 4A7
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40 F. Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes [ ] No [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes [ ] No [X]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
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.
NEUROCHEM INC.
February 24, 2005
By: /s/ David Skinner
----------------------------------------------
David Skinner
Director of Legal Affairs, General Counsel and
Corporate Secretary
NEUROCHEM INC.
275 Armand-Frappier Blvd.
[NEUROCHEM(LOGO)] Laval, Quebec, Canada H7V 4A7
________________________________________________________________________________
FOR FURTHER INFORMATION, PLEASE CONTACT:
Lise Hebert, PhD Tel: (450) 680-4572
Vice President, Corporate Communications Fax: (450) 680-4501
lhebert@neurochem.com
NEUROCHEM INC. FILES PRELIMINARY PROSPECTUS WITH CANADIAN AND US SECURITIES
AUTHORITIES FOR AN OFFERING OF FOUR MILLION COMMON SHARES
MONTREAL, CANADA, FEBRUARY 23, 2005 - Neurochem Inc. (NASDAQ: NRMX, TSX: NRM)
announced today that it has filed a short form preliminary prospectus with the
Canadian securities regulators and a registration statement with the U.S.
Securities and Exchange Commission in connection with an offering of 4,000,000
common shares. The offering will consist of a new issue of common shares.
UBS Investment Bank will be acting as the sole book running underwriter in this
offering, and CIBC World Markets Inc., Piper Jaffray, Desjardins Securities Inc.
and Wells Fargo Securities will be acting as co-managers. When available, copies
of the preliminary prospectus may be obtained from UBS Investment Bank,
Prospectus Department, 299 Park Avenue, New York, NY 10171 or 1010 Sherbrooke
Street West, suite 2510, Montreal, Quebec, H3A 2R7.
Neurochem Inc. and its subsidiaries (Neurochem) intend to use the net proceeds
from the offering to fund Neurochem's clinical trials of its investigational
product candidates, primarily Alzhemed(TM), as well as to further complete
pre-clinical and research and development programs and the balance for the
marketing of Fibrillex(TM), working capital and general corporate purposes.
A registration statement relating to these securities has been filed with the
U.S. Securities and Exchange Commission, but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such State.
ABOUT NEUROCHEM
Neurochem is focused on the development and commercialization of innovative
therapeutics for neurological disorders. The Company's pipeline of proprietary,
disease-modifying, oral products addresses critical, unmet medical needs. 1,3-
propanedisulfonate (1,3PDS; Fibrillex(TM)) is designated as an orphan drug and a
Fast Track Product candidate and is also part of an FDA Continuous Marketing
Applications Pilot 2 program. The Phase II/III clinical trial of Fibrillex(TM)
for the treatment of AA Amyloidosis was recently concluded and the study data
are expected to be released in the second quarter of 2005.
3-amino-1-propanesulfonic acid (3APS; Alzhemed(TM)), for the treatment of
Alzheimer's Disease, is in a Phase III clinical trial and 3APS; Cerebril(TM),
for the prevention of Hemorrhagic Stroke caused by Cerebral Amyloid Angiopathy,
has completed a Phase IIa clinical trial.
Certain statements contained in this news release, other than statements of fact
that are independently verifiable at the date hereof, may constitute
forward-looking statements. Such statements, based as they are on the current
expectations of management, inherently involve numerous risks and uncertainties,
known and unknown, many of which are beyond Neurochem Inc.'s control. The risks
include but are not limited to: the impact of general economic conditions,
general conditions in the pharmaceutical industry, changes in the regulatory
environment in the jurisdictions in which Neurochem Inc. does business, stock
market volatility, fluctuations in costs, and changes to the competitive
environment due to consolidation, as well as other risks disclosed in public
filings of Neurochem Inc. Consequently, actual future results may differ
materially from the anticipated results expressed in the forward-looking
statements. The reader should not place undue reliance on, if any, the
forward-looking statements included in this news release. These statements speak
only as of the date made and Neurochem Inc. is under no obligation and disavows
any intention to update or revise such statements as a result of any event,
circumstances or otherwise.