AMI 8K December 12, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) December 7, 2006
ADVANCED
MAGNETICS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
0-14732
|
04-2742593
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(Commission
File Number)
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(IRS
Employer Identification No.)
|
|
|
125
CambridgePark Drive, 6th
Floor
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|
Cambridge,
Massachusetts
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02140
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(617)
498-3300
(Registrant’s
Telephone Number, Including Area Code)
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:
¨
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))
Item
8.01. Other Events.
On
December 7, 2006, Advanced Magnetics, Inc., or the Company, announced the offer
and sale of 2,103,000 shares of the Company’s common stock, $.01 par value per
share, at a public offering price of $62.00 per share. The Company estimates
that the net proceeds from the financing will be approximately $122.9 million
after deducting estimated costs associated with the offering. The Company also
granted the underwriters an option to purchase an additional 315,450 shares
to
cover over-allotments, if any.
The
shares were issued pursuant to the Company’s existing shelf registration
statement on Form S-3 and a registration statement filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended.
The
Company’s common stock is listed on the NASDAQ Global Market under the symbol
“AMAG.”
For
more
information, see the Company’s press release, dated December 7, 2006, a copy of
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
Company hereby files the following exhibits:
1.1
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Underwriting
Agreement dated as of December 7, 2006, by and between Advanced Magnetics,
Inc. and Morgan Stanley & Co. Incorporated as representative of the
several underwriters named in Schedule II thereto.
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99.1
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Press
release dated December 7, 2006.
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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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ADVANCED
MAGNETICS, INC.
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By:
/s/
Joseph L. Farmer
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Name:
Joseph L. Farmer
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Title:
General Counsel and Vice President of Legal
Affairs
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Date:
December 8, 2006
EXHIBIT
INDEX
1.1
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Underwriting
Agreement dated as of December 7, 2006, by and between Advanced
Magnetics, Inc. and Morgan Stanley & Co. Incorporated as
representative of the several underwriters named in Schedule II thereto.
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99.1
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Press
release dated December 7, 2006.
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