UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 9, 2011
OPKO Health, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-33528
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75-2402409 |
(State or Other
Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
4400 Biscayne Blvd
Miami, Florida 33137
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (305) 575-4100
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On March 9, 2011, OPKO Health, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Jefferies & Company, Inc. and J.P. Morgan Securities LLC as the
representatives of the several underwriters named therein (collectively, the “Underwriters”).
Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell
27,000,000 shares of its common stock (the “Firm Shares”) at a price to the public of $3.75 per
share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to
purchase up to an additional 4,050,000 shares of its common stock (together with the Firm Shares,
the “Shares”) within 30 days after the date of the Underwriting Agreement to cover overallotments,
if any. The Company expects to receive approximately $96.4 million in net proceeds from the
offering after underwriting fees and offering expenses, or approximately $110.7 million if the
Underwriters exercise their overallotment option in full. The offering is scheduled to close on or
about March 14, 2011, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, and covenants by the
Company. It also provides for customary indemnification by each of the Company and the Underwriters
for losses or damages arising out of or in connection with the sale of the Shares. In addition,
pursuant to the terms of the Underwriting Agreement, each director and executive officer of the
Company has entered into an agreement with the Underwriters not to sell, transfer or otherwise
dispose of securities of the Company during the 90-day period following the date of the final
prospectus supplement covering the Shares, subject to extension in certain circumstances and
customary exceptions.
The offering is being made pursuant to the Company’s effective registration statement on Form S-3
(File No. 333-172168) previously filed with the Securities and Exchange Commission and the
Company’s prospectus, dated February 11, 2011, as supplemented by the Company’s prospectus
supplement, dated March 2, 2011. The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by
reference into this Item 1.01. A copy of the opinion of Holland & Knight LLP relating to the
legality of the issuance and sale of the Shares in the offering is attached as Exhibit 5.1 hereto.
Item 7.01 Regulation FD Disclosure.
On March 9, 2011, the Company issued a press release announcing that it had priced the offering of
the Shares. The press release is furnished as Exhibit 99.1 hereto.
The information provided in Item 7.01 of this Current Report on Form 8-K and in the attached
Exhibit 99.1 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, except as shall be expressly set forth by specific reference in such a filing.