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): May 22, 2006
ALKERMES, INC.
(Exact Name of Registrant as Specified in its Charter)
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PENNSYLVANIA
(State or Other Jurisdiction of
Incorporation)
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1-14131
(Commission
File Number)
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23-2472830
(I.R.S. Employer
Identification No.) |
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88 Sidney Street
Cambridge, Massachusetts
(Address of principal executive offices)
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02139
(Zip Code) |
Registrant’s telephone number, including area code: (617) 494-0171
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities.
On May 22, 2006, Alkermes, Inc. (the “Company”) exercised its right to automatically convert all
$125,000,000 principal amount of its 21/2% Convertible Subordinated Notes due 2023 (the “Notes”) into
approximately 9,025,271 shares of common stock, par value $.01 per share, pursuant to the terms of
the Indenture, dated as of August 22, 2003 between the Company and U.S. Bank National Association,
as trustee. Because the Company exchanged the Notes with the existing holders of its securities,
and there was no commission or other remuneration paid directly or indirectly for soliciting such
exchange, the conversion was exempt under Section 3(a)(9) of the Securities Act of 1933, as
amended.
Item 7.01 Regulation FD Disclosure.
On May 22, 2006, the Company issued a press release announcing the exercise of its right to
automatically convert all of the Notes as described above. This Item 7.01, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.