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): August 4, 2011
ALIMERA SCIENCES,
INC.
(Exact name of registrant as
specified in its charter)
| |
|
|
|
|
| Delaware |
|
001-34703 |
|
20-0028718 |
| (State or other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
|
6120 Windward
Parkway
Suite 290
Alpharetta, Georgia
|
|
30005 |
| (Address of Principal Executive Offices) |
|
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 2.02. Results of Operations and Financial Condition.
On August 4, 2011, Alimera Sciences, Inc. (“Alimera”) issued a press release regarding its
results of operations and financial condition for the second quarter ended June 30, 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
August 4, 2011 at 4:30 P.M. E.T. to discuss its second quarter 2011 financial results.
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 and quarterly
report on Form 10-Q for the quarter ended March 31, 2011, which are 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 Item 2.02 of this Current Report on Form 8-K and the press release
furnished as Exhibit 99.1 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.