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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): May 18, 2001 (May 16, 2001)
BioMarin Pharmaceutical Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-26727 68-0397820
(State or other jurisdiction (Commission (IRS Employer Identification No.)
of incorporation) File Number)
371 Bel Marin Keys Boulevard, Suite 94949
210 (Zip Code)
Novato, California
(Address of principal executive
offices)
(415) 884-6700
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(Registrant's telephone number, including area
code)
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Item 2. Acquisition of Assets
Private Placement of Common Stock and Warrants for the Purchase of Common Stock
On May 16, 2001, we entered in to a Securities Purchase Agreement with a group
of institutional investors, including, among others: OrbiMed Advisors, LLC;
Franklin Resources Inc.; equity4life; MPM BioEquities Fund; and Orbitex
Management Inc., pursuant to which, we issued and sold these entities an
aggregate of 4,763,712 shares of our common stock, at the negotiated price of
$9.45 per share, and, also, issued warrants to purchase an aggregate of 714,554
shares of our common stock. The warrants have an exercise price of $13.10 per
share, a premium of approximately 20% over the closing price of the common stock
on the Nasdaq National Market on May 15, 2001, and terminate on the earlier of
three years from the date of issuance or the closing of a merger or acquisition
which results in a change of control of our company. On May 17, 2001, we
entered into a separate Securities Purchase Agreement with Biotech Value Plus
Ltd. pursuant to which we issued and sold Biotech Value Plus Ltd. 105,821 shares
of our common stock and issued warrants to purchase 15,873 shares of our common
stock on the same terms and conditions as the May 16, 2001 agreement.
MPM Capital L.P. is the investment manager of BB BioVentures L.P., MPM Asset
Management 1998 Investors L.L.C. and MPM BioVentures Parallel Fund L.P., which
currently hold 6.5% of our common stock in the aggregate, and MPM BioEquities
Master Fund LP, one of the purchasers in the placement. As investment manager,
MPM Capital L.P. is entitled to receive a performance fee of 20% of the profits
from each fund. Ansbert Gadicke, one of our directors, is a general partner of
MPM Capital L.P and, as such, is indirectly entitled to a significant portion of
this performance fee. Erich Sager, one of our directors, is on the board of
advisors of equity4life, one of the investors in the placement. Through his
interest in the fund manager of equity4life, Mr. Sager is indirectly entitled to
3% of profits of equity4life.
All of the shares of common stock and warrants were issued and sold pursuant to
an exemption from the registration requirements of the Securities Act of 1933 as
provided by Rule 506 of Regulation D promulgated under the Securities Act. Each
of the purchasers represented that it is an accredited investor, as defined by
Rule 501 under the Securities Act and the certificates representing the shares
and warrants were appropriately legended to reflect the restrictions on transfer
imposed by the Securities Act. We are required to use our best efforts to
register all of the shares of common stock issued pursuant to both these
transactions and all of the shares of common stock which may be issued upon
exercise of warrants with the Securities and Exchange Commission within sixty
(60) days of the closing of the placement.
In connection with these transactions UBS Warburg LLC served as placement agent
and SCO Securities LLC provided us additional financial advisory services. In
connection with its services, we issued to SCO Securities LLC a warrant to
purchase 22,000 shares of our common stock at an exercise price of $9.45 per
share.
After deduction of all expenses related to these transactions, we received net
proceeds of approximately $42.7 million. We intend to use these proceeds to fund
operating costs, capital expenditures and working capital needs, including costs
associated with the regulatory approval, manufacturing and potential
commercialization of AldurazymeTM, for our research and development activities,
including clinical trials, related to our pipeline products, including rhASB and
Vibriolysin and other general corporate purposes. Since we have not identified
the amounts we plan to spend on each of these items or the timing of such
expenditures, our management will have significant flexibility in applying such
proceeds.
See the two Securities Purchase Agreements attached hereto as Exhibits 10.1 and
10.2.
Item 7. Financial Statements and Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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10.1 Securities Purchase Agreement between BioMarin Pharmaceutical Inc.
and the investors named therein, dated May 16, 2001
10.2 Securities Purchase Agreement between BioMarin Pharmaceutical
Inc. and Biotech Value Plus Ltd., dated May 17, 2001
99.1 Press Release Dated May 17, 2001 related to May 16, 2001 transaction
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.
BioMarin Pharmaceutical Inc.
By: /s/ Fredric D. Price
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Fredric D. Price
Chairman and Chief
Executive Officer
Date: May 18, 2001
Exhibit Index
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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10.1 Securities Purchase Agreement between BioMarin Pharmaceutical Inc.
and the investors named therein, dated May 16, 2001
10.2 Securities Purchase Agreement between BioMarin Pharmaceutical
Inc. and Biotech Value Plus Ltd., dated May 17, 2001
99.1 Press Release Dated May 17, 2001 related to May 16, 2001 transaction