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 31, 2006
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):
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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 8.01. Other Events.
Alnylam Pharmaceuticals, Inc. (“Alnylam”) entered into an underwriting
agreement (the “Underwriting Agreement”), dated as of
January 31, 2006, with Morgan Stanley & Co. Incorporated, Banc of America
Securities LLC, Piper Jaffray & Co., SG Cowen & Co., LLC and Rodman & Renshaw, LLC (the
“Underwriters”) relating to the issuance and sale of 5,115,961 shares (the “Shares”) of the common
stock, $.01 par value per share (“Common Stock”), of Alnylam. Alnylam has granted to the
Underwriters an option, exercisable for a period of 30 days, to purchase up to an additional
767,394 shares of Common Stock to cover over-allotments, if any. The price to public is $13.00 per
share, and the proceeds to Alnylam, net of underwriting discounts and commissions and estimated
offering expenses, are expected to be approximately $62.3 million.
The Shares were registered pursuant to a Registration Statement on Form S-3 (File No.
333-129905) filed on November 23, 2005 with the Securities and Exchange Commission (the
“Commission”), as amended by Amendment No. 1 thereto filed on December 16, 2005 and a related
Registration Statement on Form S-3 (File No. 333-131233) filed on January 23, 2006 with the
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
A copy of the Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit
1.1. A copy of the press release announcing the pricing of the offering is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits |
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See Exhibit Index attached hereto. |