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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 16, 2001 (May 15, 2001)
BioMarin Pharmaceutical Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-26727 68-0397820
(State or other jurisdiction (Commission (IRS Employer Identification
of incorporation) File Number) No.)
371 Bel Marin Keys Boulevard, 94949
Suite 210 (Zip Code)
Novato, California
(Address of principal
executive offices)
(415) 884-6700
(Registrant's telephone number, including area code)
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Item 5. Other Events
On August 15, 2001, we entered into what is sometimes termed an equity line
arrangement with Acqua Wellington North American Equities Fund, Ltd.
Specifically, we entered into a common stock purchase agreement with Acqua
Wellington, which provides that, subject to the satisfaction of certain
conditions, we may issue and sell and Acqua Wellington will be obligated to
purchase, from time to time until October 15, 2002, up to an aggregate of $27.7
million of our common stock. In connection with entering into the new agreement,
we have terminated the common stock purchase agreement that we had entered with
Acqua Wellington North American Equities Fund, Ltd. on January 26, 2001, which
allowed us to sell a maximum of $50 million of our common stock. We entered into
the new agreement to comply with regulatory limitations that the SEC has
recently applied to equity line facilities.
At our discretion, we may present Acqua Wellington with draw down notices from
time to time, requiring that Acqua Wellington purchase shares of our common
stock. For each draw down, we will determine the minimum sale price per share
and the total dollar amount of each draw down, subject to a limit of between
$500,000 and $4,000,000 determined by the minimum sale price of the draw down.
Additionally, at our discretion, in connection with any draw down, we may issue
Acqua Wellington call options of up to the amount of the draw down. The call
options give Acqua Wellington the right, but not the obligation, to purchase an
additional amount of our common stock by exercise all or any unexercised portion
of these options at any time during the pricing period.
Over a 20 trading day period, for each trading day the volume weighted average
price for our common stock exceeds the minimum purchase price, Acqua Wellington
will be obligated to purchase a pro rata portion of the total draw down amount
at a price per share equal to the volume weighted average price of our common
stock less a discount of between 3.33% to 5%. The purchase price for the call
option is based on the volume weighted average price of our common stock on the
day of exercise less a discount of 3.33% to 5%. In each instance, this compares
to a discount of between 4% and 6% applicable under our January agreement.
We have entered into a placement agent agreement with Reedland Capital Partners,
an Institutional Division of Financial West Group, which is not affiliated with
either Acqua Wellington or us, pursuant to which the shares to be issued and
sold to Acqua Wellington will be placed through Reedland Capital Partners.
Pursuant to the terms of the placement agent agreement, in connection with each
draw down and call option settlement, Reedland Capital Partners will receive a
placement agent fee from us of between 0.67% to 1% of the dollar amount of the
shares purchased. The discount in the January agreement (there was no placement
agent fee in the January agreement) is equal to the discount plus the placement
agent fee in the new agreement.
Item 7. Financial Statements and Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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10.1 Common Stock Purchase Agreement between BioMarin Pharmaceutical
Inc. and Acqua Wellington North American Equities Fund, Ltd.,
dated August 15, 2001, previously filed with the Commission on
August 16, 2001 as exhibit 1.2 to the Company's Registration
Statement on Form S-3, Registration No. 333-48800, which is
incorporated herein by reference.
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.
BioMarin Pharmaceutical Inc.
By: /s/ Raymond W. Anderson
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Raymond W. Anderson
Chief Operating Officer, Chief Financial Officer,
Secretary and Vice President Finance and
Administration
Date: August 15, 2001
Exhibit Index
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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10.1 Common Stock Purchase Agreement between BioMarin Pharmaceutical
Inc. and Acqua Wellington North American Equities Fund, Ltd.,
dated August 15, 2001, previously filed with the Commission on
August 16, 2001 as exhibit 1.2 to the Company's Registration
Statement on Form S-3, Registration No. 333-48800, which is
incorporated herein by reference.