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): October 12, 2005
Alnylam Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-50743
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77-0602661 |
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(State or Other Juris-
diction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 300 Third Street, Cambridge, MA
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02142 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (617) 551-8200
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
¨ 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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On October 12, 2005, Alnylam Pharmaceuticals, Inc. (“Alnylam”) issued and sold to Novartis
Pharma AG (“Novartis”) 5,267,865 shares (the “Shares”) of common stock, $.01 par value per share,
of Alnylam, at a purchase price of $11.11 per share, for an aggregate purchase price of
approximately $58.5 million pursuant to the terms of the Stock Purchase Agreement dated as of
September 6, 2005 by and between Alnylam and Novartis (the “Stock Purchase Agreement”).
A summary description of the Stock Purchase Agreement is contained in Item 1.01 of the Current
Report on Form 8-K previously filed by Alnylam with the Securities and Exchange Commission on
September 12, 2005 (the “Form 8-K”) and is incorporated herein by reference.
Such summary description does not purport to be complete and is qualified in its entirety by
reference to the Stock Purchase Agreement, which is attached as Exhibit 10.1 to the Form 8-K and is
incorporated herein by reference.
Investor Rights Agreement
On October 12, 2005, in connection with the closing of the issuance and sale of the Shares to
Novartis, the Investor Rights Agreement dated as of September 6, 2005 by and between Alnylam and
Novartis (the “Investor Rights Agreement”) became effective.
A summary description of the Investor Rights Agreement is contained in Item 1.01 of the Form
8-K and is incorporated herein by reference.
Such summary description does not purport to be complete and is qualified in its entirety by
reference to the Investor Rights Agreement, which is attached as Exhibit 10.2 to the Form 8-K and
is incorporated herein by reference.
Research Collaboration and License Agreement
On October 12, 2005, Alnylam entered into the Research Collaboration and License Agreement
(“Collaboration Agreement”) with Novartis Institutes for BioMedical Research, Inc. contemplated by
the Stock Purchase Agreement.
A summary description of the Collaboration Agreement is contained in Item 1.01 of the Form 8-K
and is incorporated herein by reference.
Such summary description does not purport to be complete and is qualified in its entirety by
reference to the Collaboration Agreement, which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above with respect to the sale and issuance of the
Shares to Novartis is incorporated herein by reference.
The Shares issued to Novartis were issued in reliance on the exemption from the registration
provisions of the Securities Act of 1933, as amended, set forth in Section 4(2) promulgated
thereunder