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): September 3, 2008
INSMED INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Virginia
(State or Other Jurisdiction of Incorporation)
| 0-30739 | 54-1972729 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 8720 Stony Point Parkway, Suite 200, Richmond, Virginia | 23235 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(804) 565-3000
(Registrant’s Telephone Number, Including Area Code)
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:
| ¨ | 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 3—Securities and Trading Markets
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing |
On August 29, 2008 Insmed Incorporated received a letter from the NASDAQ Listing Qualifications Panel (“the Panel”) informing the Company that the Panel has determined to grant the request of Insmed to remain listed on The NASDAQ Stock Market, subject to the condition that on or before December 15, 2008, Insmed must evidence a closing bid price for its common stock of $1.00 or more for a minimum of ten consecutive business days.
The Panel’s determination follows a hearing held on July 31, 2008 at which the Panel considered the Company’s plan to regain compliance with NASDAQ’s minimum bid price requirement. Should the Company be unable to meet the requirements of the Panel’s decision, its securities would be subject to delisting from The NASDAQ Stock Market.
The Company issued a press release on September 3, 2008 to announce the Panel Determination, a copy of which is attached hereto as Exhibit 99.1.
Information contained herein, including the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 |
Press Release issued by Insmed Incorporated on September 3, 2008. |
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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.
| Insmed Incorporated | ||||
| Date: September 3, 2008 | By: | /s/ Kevin P. Tully | ||
| Name: | Kevin P. Tully C.G.A., | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Insmed Incorporated on September 3, 2008 |
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