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): December 7, 2006
MannKind Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50865
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13-3607736 |
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(Commission File Number)
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(IRS Employer |
| incorporation or organization)
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Identification No.) |
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28903 North Avenue Paine
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91355 |
Valencia, California
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(Zip Code) |
(Address of principal executive offices)
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Registrant’s telephone number, including area code: (661) 775-5300
N/A
(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 (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)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On December 7, 2006, MannKind Corporation (the “Company”) entered into an underwriting agreement
(the “Equity Underwriting Agreement”) with J.P. Morgan Securities Inc. (“J.P. Morgan”), Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (“Merrill Lynch”), as
representatives (the “Representatives”) of the several underwriters named therein (collectively,
the “Equity Underwriters”). Subject to the terms
and conditions of the Equity Underwriting Agreement, the Company agreed to sell to the Equity
Underwriters, and the Equity Underwriters agreed to purchase from the Company, an aggregate of
20,000,000 shares (the “Shares”) of the Company’s authorized but previously unissued common stock,
par value $0.01 (“Common Stock”), at a public offering price of $17.42 per Share. Of the Shares, 14,224,000
Shares will be purchased by the Equity Underwriters, less an underwriting discount totaling
approximately $12.4 million, and 5,776,000 Shares will be purchased by the Equity Underwriters
and sold to certain of the Company’s officers and directors, including its chairman, chief
executive officer and principal stockholder, Alfred E. Mann. The Equity Underwriters will not
receive any underwriting discount on the Shares sold to the officers and directors. The
resulting aggregate net proceeds to the Company from this Common Stock offering, before expenses,
will be approximately $336.0 million. The Equity Underwriters’
obligations to purchase the Shares is subject to the satisfaction of certain customary closing
conditions, including receipt of legal opinions and approval of legal matters by their respective
counsels. The Company also granted the Equity Underwriters a 30-day
option to purchase up to an additional 3,000,000 shares of Common Stock to cover over-allotments. All of the shares of Common
Stock subject to the Equity Underwriters’ option will be sold less the underwriting discount if the Equity Underwriters exercise
their option. The Company has agreed to indemnify the Equity Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Act”), or to contribute to payments
the Equity Underwriters may be required to make in respect of these liabilities. Subject to
certain exceptions, the Company and all of the Company’s directors and executive officers also
agreed not to sell or transfer any Common Stock held by them for 90 days after December 7, 2006
without first obtaining the written consent of the Representatives. A copy of the Equity Underwriting
Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
On December 7, 2006, the Company also entered into an underwriting agreement (the “Notes
Underwriting Agreement”) with Merrill Lynch and J.P. Morgan (collectively, the “Note Underwriters”).
Subject to the terms and conditions of the Notes
Underwriting Agreement, the Company agreed to sell to the Note Underwriters, and the Note
Underwriters agreed to purchase from the Company, $100.0 million aggregate principal amount of the Company’s
3.75% Senior Convertible Notes due 2013 (the “Notes”), less an underwriting discount totaling $3.0 million. The resulting aggregate net proceeds to the Company from this Note offering, before
expenses, will be $97.0 million. The Notes will be convertible by holders into shares of Common Stock at an initial
conversion rate of 44.5002 shares of Common Stock per $1,000 principal amount of the Notes (subject
to adjustment as described in the Notes Underwriting Agreement), which represents an initial
conversion price of approximately $22.47 per share. The Note Underwriters’ obligations to purchase the Notes
is subject to the satisfaction of certain customary closing conditions, including receipt of legal opinions
and approval of legal matters by its counsel. The Company also granted the Note Underwriters a 13-day
option to purchase up to an additional $15.0 million aggregate principal amount of the Notes
to cover over-allotments. Pursuant to the terms of the Notes Underwriting
Agreement, the Company has agreed to indemnify the Note Underwriters against certain liabilities,
including liabilities under the Act, or to contribute to payments the Note Underwriters may be
required to make in respect of these liabilities. Subject to certain exceptions, the Company and
certain of its directors and executive officers have also agreed not to sell or transfer any Common
Stock held by them for 90 days after December 7, 2006 without first obtaining the written consent
of the Note Underwriters. A copy of the Note Underwriting Agreement is attached hereto as Exhibit 1.2 and is incorporated by reference
herein.
The closings of the sales of 20,000,000 Shares and $100.0 million aggregate principal amount of the
Notes are scheduled to occur on or about December 12, 2006. The Shares and the Notes (and the
shares of Common Stock issuable upon conversion thereof) have been registered pursuant to
registration statements on Form S-3 (Registration Statement Nos. 333-138373 and 333-139154) filed with the
Securities and Exchange Commission under the Act.
The summary of the foregoing transactions
is qualified in its entirety by reference to the text of
the related agreements, which are included as exhibits hereto and incorporated by reference herein.
On December 6, 2007 the Company, Mr. Mann and
Biomed Partners, LLC agreed to amend outstanding warrants to purchase an aggregate of 1,710,091 shares of Common Stock
held by Mr. Mann and Biomed Partners, LLC to provide that such warrants
shall not be exercisable until such time as the Company has at least 100 million shares of Common
Stock duly and validly authorized.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements, including statements
related to the sale by MannKind of its securities. Words such as “believes”, “anticipates”, “plans”,
“expects“, “intend”, “will”, “goal”, “potential” and similar expressions are intended to identify forward-looking
statements. These forward-looking statements are based upon the Company’s current expectations and involve risks and uncertainties.
Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of
these risks and uncertainties, which include, without limitation, risks related to the Company’s ability to meet the closing conditions required for the consummation of the public offerings and other risks detailed in the Registration Statements covering the offerings and in the Company’s filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year ended December 31, 2005 and periodic reports on Form 10-Q
and Form 8-K. Do not place undue reliance on these forward-looking statements, which speak only as
of the date of this report.
All forward-looking statements are qualified in their entirety by this cautionary statement, and,
except where required by law, the Company undertakes no obligation to revise or update any
forward-looking statements to reflect events or circumstances after the date of this report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Description |
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1.1
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Equity Underwriting Agreement, dated December 7, 2006 |
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1.2
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Notes Underwriting Agreement, dated December 7, 2006 |
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5.1
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Opinion of Cooley Godward Kronish LLP |
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23.1
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Consent of Cooley Godward Kronish LLP (included in its
opinion filed as Exhibit 5.1 hereto) |
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