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: February 17, 2004
BioCryst Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-23186 62-1413174
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification #)
2190 Parkway Lake Drive, Birmingham, Alabama 35244
(Address of Principal Executive Office)
(205) 444-4600
(Registrant's telephone number, including area code)
Item 5. Other Events and Regulation FD Disclosure.
On February 4, 2004, Registrant entered into a Placement Agency Agreement
with Leerink Swann & Company in connection with a registered direct offering of
3,571,667 shares of its common stock at an offering price of $6.00 per share.
The common stock will be issued pursuant to a prospectus supplement filed with
the Securities and Exchange Commission pursuant to Rule 424(b)(2) of the
Securities Act of 1933, as amended, the Securities Act, in connection with a
shelf takedown from the Company's registration statement on Form S-3
(333-111226), filed on December 16, 2003 and which became effective on January
5, 2004.
The Placement Agency Agreement is being filed as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference into the shelf
registration statement.
On February 17, 2004, Registrant entered into a Stock Purchase Agreement
with Caduceus Private Investments II, LP, Caduceus Private Investments II (QP),
LP and UBS Juniper Crossover Fund, L.L.C. As part of this agreement, Registrant
has granted these investors the right to appoint a member to its board of
directors effective as of the closing of the offering. The Stock Purchase
Agreement is being filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference into the shelf registration statement.
On February 17, 2004, Registrant issued a press release announcing the
execution of the Placement Agency Agreement and a registered direct offering of
its shares of common stock. The press release is being filed as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated herein and incorporated by
reference into the shelf registration statement.
Neither the filing of any press release as an exhibit to this
Current Report on Form 8-K nor the inclusion in such press release of a
reference to Registrant's Internet address shall, under any circumstances, be
deemed to incorporate the information available at such Internet address into
this Current Report on Form 8-K. The information available at Registrant's
Internet address is not part of this Current Report on Form 8-K or any other
report filed by Registrant with the Securities and Exchange Commission.
Item 7. Exhibits.
Exhibit No. Description
1.1 Placement Agency Agreement, dated as of February
4, 2004, by and among BioCryst Pharmaceuticals,
Inc. and Leerink Swann & Company.
10.1 Stock Purchase Agreement, dated as of February 17,
2004, by and among BioCryst Pharmaceuticals, Inc.,
Caduceus Private Investments II, LP, Caduceus
Private Investments II (QP), LP and UBS Juniper
Crossover Fund, L.L.C.
99.1 Press release dated February 17, 2004 entitled
"BioCryst To Raise Approximately $21.4 Million
Through Sale of Common Stock".
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.
Dated: February 17, 2004 BioCryst Pharmaceuticals, Inc.
By: /s/ Charles E. Bugg
-------------------------------------
Charles E. Bugg, Ph.D.
Chairman and Chief Executive Officer
By: /s/ Michael A. Darwin
-------------------------------------
Michael A. Darwin
Chief Financial Officer and Chief
Accounting Officer
EXHIBIT INDEX
Item Description
1.1 Placement Agency Agreement, dated as of February 4, 2004, by
and among BioCryst Pharmaceuticals, Inc. and Leerink Swann &
Company.
10.1 Stock Purchase Agreement, dated as of February 17, 2004, by
and among BioCryst Pharmaceuticals, Inc., Caduceus Private
Investments II, LP, Caduceus Private Investments II (QP), LP
and UBS Juniper Crossover Fund, L.L.C.
99.1 Press release dated February 17, 2004 entitled "BioCryst To
Raise Approximately $21.4 Million Through Sale of Common
Stock".