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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): JULY 14, 2005
KERYX BIOPHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-30929 13-4087132
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(Address of Principal Executive Offices)
(212) 531-5965
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act.
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 14d-2b under the
Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act.
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ITEM 8.01. OTHER EVENTS.
On July 14, 2005, Keryx Biopharmaceuticals, Inc. (the "Company") priced an
offering of 5,030,000 shares of its $0.001 par value common stock (the "Common
Stock"). On July 15, 2005, the underwriters of the offering exercised their
over-allotment option and purchased an additional 750,000 shares of Common
Stock. The transaction closed on Wednesday, July 20, 2005, and the Company
received net proceeds of approximately $76.3 million from the offering.
The Company registered the sale of the Shares with the Securities and
Exchange Commission (the "Commission") pursuant to a Registration Statement on
Form S-3 (File No. 333-119376) (the "Registration Statement") filed on September
29, 2004, and declared effective by the SEC on October 13, 2004, covering
5,000,000 shares of the Company's Common Stock, and the registration statement
of Form S-3 (File No. 333-126494) (the "Rule 462 Registration Statement") on
Form S-3, filed on July 11, 2005, by the Company with the Commission pursuant to
Rule 462 of the Securities Act of 1933, as amended, covering 780,000 shares of
Common Stock. The Company is filing this Current Report on Form 8-K in order to
cause certain information contained herein and in the exhibits hereto to be
incorporated into the Registration Statement and the Rule 462 Registration
Statement by reference. By filing this Current Report on Form 8-K, however, the
Company does not believe that any of the information set forth herein or in the
exhibits hereto represents, either individually or in the aggregate, a
"fundamental change" (as such term is used in item 512(a)(1)(ii) of Regulation
S-K) in the information set forth in the Registration Statement or the Rule 462
Registration Statement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibits are filed as a part of this report:
EXHIBIT
NUMBER DESCRIPTION
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Exhibit No. Description
1.1* Underwriting Agreement, dated as of July 14, 2005, by and
among the Company and J.P. Morgan Securities Inc., as
Representative of the several Underwriters listed in Schedule
1 thereto.
5.1* Opinion of Alston & Bird LLP, as counsel to the Company,
regarding the legality of the Shares.
23.2* Consent of Alston & Bird LLP, as counsel to the Company
(included in Exhibit 5.2).
99.1 Other Expenses of Issuance and Distribution (as required by
Item 14 of Form S-3).
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* Exhibit number corresponds to the exhibit list contained in the
Registration Statement.
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.
KERYX BIOPHARMACEUTICALS, INC.
(Registrant)
Date: July 20, 2005
By: /s/ Ron Bentsur
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Ron Bentsur
Vice President, Finance and
Investor Relations
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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Exhibit No. Description
1.1* Underwriting Agreement, dated as of July 14, 2005, by and
among the Company and J.P. Morgan Securities Inc., as
Representative of the several Underwriters listed in Schedule
1 thereto.
5.1* Opinion of Alston & Bird LLP, as counsel to the Company,
regarding the legality of the Shares.
23.2* Consent of Alston & Bird LLP, as counsel to the Company
(included in Exhibit 5.2).
99.1 Other Expenses of Issuance and Distribution (as required by
Item 14 of Form S-3).
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* Exhibit number corresponds to the exhibit list contained in the
Registration Statement.