UNITED STATES
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): January 27, 2010
Pharmasset, Inc.
(Exact Name of Issuer as Specified in Charter)
| Delaware | 001-33428 | 98-0406340 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 303-A College Road East Princeton, New Jersey |
08540 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(609) 613-4100
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K 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 |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 1.01. | Entry Into a Material Definitive Agreement. |
On January 27, 2010, Pharmasset, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Swann LLC (the “Underwriter”) relating to an underwritten public offering (the “Offering”) of 1,600,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and an additional 230,400 shares of Common Stock for which the Underwriter has been granted an overallotment option (collectively, the “Shares”). All of the Shares are being sold by the Company. The price to the public is $18.75 per Share, and the Underwriter has agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $18.00 per Share. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The Offering is being made pursuant to the Company’s shelf registration statements on Form S-3 (Registration No. 333-151749 and Registration No. 333-164550) filed with the Securities and Exchange Commission and declared effective on June 26, 2008 and January 27, 2010, respectively. A prospectus supplement relating to the Offering has been filed with the Securities and Exchange Commission. The closing of the Offering is expected to take place on or about February 2, 2010, subject to the satisfaction of customary closing conditions.
The legal opinion and consent of Pepper Hamilton LLP relating to the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The net proceeds from the sale of the Shares, after deducting the Underwriter’s discount and other offering expenses, will be approximately $28.6 million, or approximately $32.7 million if the Underwriter exercises in full its option to purchase 230,400 additional Shares. The Company’s press releases, dated January 27, 2010 and January 28, 2010, announcing the commencement and pricing of the Offering, respectively, are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) Exhibits: |
The Exhibit Index annexed hereto is incorporated herein by reference. |
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.
| Pharmasset, Inc. | ||||
| Date: January 28, 2010 |
By: | /S/ KURT LEUTZINGER | ||
| Kurt Leutzinger Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit Number |
Exhibit | |
| 1.1 |
Underwriting Agreement dated January 27, 2010 by and between Pharmasset, Inc. and Leerink Swann LLC | |
| 5.1 |
Opinion of Pepper Hamilton LLP | |
| 23.1 |
Consent of Pepper Hamilton LLP (reference is made to Exhibit 5.1 hereto) | |
| 99.1 |
Press Release of Pharmasset, Inc. dated January 27, 2010 | |
| 99.2 |
Press Release of Pharmasset, Inc. dated January 28, 2010 | |