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): May 5, 2011
ALIMERA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-34703
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20-0028718 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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6120 Windward Parkway Suite 290
Alpharetta, Georgia
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30005 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (678) 990-5740
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:
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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 2.02. Results of Operations and Financial Condition.
On May 5, 2011, Alimera Sciences, Inc. (“Alimera”) issued a press release regarding its
results of operations and financial condition for the first quarter ended March 31, 2011.
The full text of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K. Alimera will be hosting a conference call, as well as a live webcast on the
Investor Relations section of its corporate website at
http://www.alimerasciences.com, on
May 5, 2011 at 4:30 P.M. E.T. to discuss its first quarter 2011 financial results.
Item 7.01. Regulation FD.
During the conference call and webcast referenced in Item 2.02 above, Alimera will also
review certain new data on an identifiable subgroup population that was presented at the 2011 Association for Research in Vision
and Ophthalmology Annual Meeting on May 3, 2011 by Andrew N. Antoszyk, a practicing retina
specialist at Charlotte Eye, Ear, Nose and Throat Associates in Charlotte, N.C. The slides
that will accompany the conference call and webcast are furnished as Exhibit 99.2 to this
Current Report on Form 8-K.
Various statements to be made during the conference call and webcast are “forward-looking
statements,” within the meaning of the Private Securities Litigation Reform Act of 1995,
regarding, among other things, Alimera’s future results of operations and financial
position, business strategy and plans and objectives of management for Alimera’s future
operations. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”
“plan,” “contemplate,” “predict,” “project,” “target,” “likely,” “potential,” “continue,”
“will,” “would,” “should,” “could,” or the negative of these terms and similar expressions
are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. The events and circumstances reflected in
Alimera’s forward-looking statements may not occur and actual results could differ
materially from those projected in its forward-looking statements. Meaningful factors which
could cause actual results to differ include, but are not limited to, delay in or failure to
obtain regulatory approval of Alimera’s product candidates, uncertainty as to Alimera’s
ability to commercialize, and market acceptance of, its product candidates, the extent of
government regulations, uncertainty as to relationship between the benefits of Alimera’s
product candidates and the risks of their side-effect profiles, dependence on third-party
manufacturers to manufacture Alimera’s product candidates in sufficient quantities and
quality, uncertainty of clinical trial results, limited sales and marketing infrastructure,
inability of Alimera’s outside sales force to successfully sell and market ILUVIEN in the
U.S. following regulatory approval and Alimera’s ability to operate its business in
compliance with the covenants and restrictions that it is subject to under its credit
facility, as well as other factors discussed in the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” sections of
Alimera’s annual report on Form 10-K for the year ended December 31, 2010, which is on file
with the Securities and Exchange Commission (SEC) and available on the SEC’s website at
www.sec.gov. In addition to the risks described above and in Alimera’s Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings
with the SEC, other unknown or unpredictable factors also could affect Alimera’s results.
There can be no assurance that the actual results or developments anticipated by Alimera
will be realized or, even if substantially realized, that they will have the expected
consequences to, or effects on, Alimera. Therefore, no assurance can be given that the
outcomes stated in such forward-looking statements and estimates will be achieved.
All forward-looking statements made during the conference call and webcast are expressly
qualified by the cautionary statements contained or referred to herein. Alimera cautions
investors not to rely too heavily on the forward-looking statements Alimera makes or that
are made on its behalf. These forward-looking statements speak only as of the date on which
they are made (unless another date is indicated). Alimera undertakes no obligation, and
specifically declines any obligation, to publicly update or revise any such forward-looking
statements, whether as a result of new information, future events or otherwise.
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, the press release
furnished as Exhibit 99.1 hereto and the slides furnished as Exhibit 99.2 hereto, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such a filing.