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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): July 14, 2009
EPIX Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 000-21863
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04-3030815 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 4 Maguire Road, Lexington, Massachusetts
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02421 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 761-7600
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)) |
TABLE OF CONTENTS
Item 1.03 Bankruptcy or Receivership.
On July 20, 2009, EPIX Pharmaceuticals, Inc. (the “Company”) entered into an Assignment for
the Benefit of Creditors (the “Assignment”) in accordance with Massachusetts law. Following the
Company’s unsuccessful efforts to effect a strategic alternative, including a financing,
recapitalization, sale or disposition of corporate assets, merger and/or strategic business
combination, the Company’s Board of Directors determined it was in the best interests of the
enterprise to cease the Company’s operations and to provide for an orderly liquidation of its
assets by entering into the Assignment. A copy of the Assignment is attached hereto as Exhibit
10.1.
The Assignment is a common law business liquidation mechanism under Massachusetts law that is
an alternative to a formal bankruptcy proceeding. A designated Assignee will serve in a fiduciary
capacity in connection with the Assignment and will assume his duties effective immediately.
The designated Assignee is:
Joseph F. Finn, Jr., C.P.A.
Finn, Warnke & Gayton
167 Worcester Street, Suite 201
Wellesley Hills, MA 02481
Phone: (781)-237-8840
Under the terms of the Assignment, the Company transferred to the Assignee, in trust for the
benefit of each of the Company’s creditors, all property, including but not limited to the
Company’s assets, accounts receivable, lists of creditors, books and records, etc. The Assignee
has the full power and authority to dispose of Company property, sue for and recover in his own
name everything belonging to the Company, compromise and settle all claims, disputes and
litigations of, and review and transfers of the Company’s property.
Given the amount of the Company’s remaining liabilities, the Company does not anticipate any
distributions for its stockholders from its remaining assets.
Item 2.05 Costs Associated with Exit or Disposal Activities.
In connection with the Assignment described in Item 1.03 above, on July 20, 2009, the Board of
Directors of the Company approved a reduction in force pursuant to which substantially all of the
employees of the Company were terminated (the “Reduction in Force”). The Company expects to retain
its president and chief executive officer, Dr. Elkan Gamzu, for a short period of time to implement
an orderly dissolution. The Company incurred charges in connection with the Reduction in Force of
approximately $0.5 million, representing cash payments of one-time employee termination benefits,
including severance, and other benefits. The Company expects that the Assignee may also be subject
to claims for additional severance payments of up to $1.2 million in connection with the Reduction
in Force.
Information contained in this Item 2.05 that relates to the Company’s expectations with
respect to the retention of its chief executive officer and potential liability for severance
payments in connection with the Reduction in Force are “forward-looking statements” within the
meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended. These statements involve risks and uncertainties that could cause the Company’s actual
results to differ materially from the future results expressed or implied by the forward-looking
statements. All information set forth herein is current as of the date of this Report on Form 8-K.
The Company undertakes no duty to update any statement in light of new information or future events
except as required by applicable law. For further information regarding risks and uncertainties
associated with the Company’s business, please refer to the “Risk Factors” section of the Company’s
filings with the Securities and Exchange Commission, including, but not limited to, its latest
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
Item 2.06 Material Impairments.
The information set forth under Item 1.03 of this Current Report on Form 8-K regarding the
Assignment is incorporated by reference in response to this Item 2.06. As a result of the
Assignment, the Company has concluded that a material impairment charge is required for all of the
Company’s assets. The Company is unable to determine the amount of the impairment charge at this
time.
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 20, 2009, in connection with the Assignment and the Reduction in Force described in
Items 1.03 and 2.05 above, Kim Cobleigh Drapkin, Chief Financial Officer, terminated her employment
with the Company.
Item 7.01 Regulation FD Disclosure.
On July 20, 2009, the Company issued a press release, a copy of which is being furnished as
Exhibit 99.1 to this Current Report on
Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished
and 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 expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On July 14, 2009, the Company repurchased the $50,000 remaining outstanding balance of its 3%
Convertible Senior Notes due 2024 (the “Notes”) for $38,250. Accordingly, all of the Company’s
Notes have been retired by the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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10.1 |
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Assignment for the Benefit of Creditors dated July 20, 2009 from
EPIX Pharmaceuticals, Inc. in favor of Joseph F. Finn, Jr., C.P.A. |
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99.1 |
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Press Release issued by EPIX Pharmaceuticals, Inc. on July 20,
2009, furnished herewith. |
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.
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EPIX PHARMACEUTICALS, INC.
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| July 21, 2009 |
By: |
/s/ Elkan Gamzu
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Elkan Gamzu |
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President and Chief Executive Officer |
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EXHIBIT INDEX
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Description |
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10.1
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Assignment for the Benefit of Creditors dated July 20, 2009 from EPIX Pharmaceuticals, Inc.
in favor of Joseph F. Finn, Jr., C.P.A. |
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99.1
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Press Release issued by EPIX Pharmaceuticals, Inc. on July 20, 2009, furnished herewith. |