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): March 9, 2009
EPIX Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
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| 000-21863
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04-3030815 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 4 Maguire Road, Lexington, Massachusetts
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02421 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 761-7600
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 (see General
Instruction A.2. below):
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
In connection with the Reduction in Force described in Item 2.05 below, on March 9, 2009, EPIX
Pharmaceuticals, Inc. (the “Company) entered into a letter agreement (the “Letter Agreement”) with
SmithKline Beecham Corporation (d/b/a GlaxoSmithKline) allowing the Company to reduce its research
and development obligations, during the period from March 13, 2009 to September 13, 2009, for
programs other than the PRX-03140 program, under the Development and License Agreement among
SmithKline Beecham Corporation, doing business as GlaxoSmithKline, Glaxo Group Limited and the
Company, dated December 11, 2006.
The foregoing is a summary of the terms of the Letter Agreement and does not purport to be
complete and is qualified in its entirety by reference to the full text of the Letter Agreement,
which is attached hereto as Exhibit 10.1.
Item 2.02 Results of Operations and Financial Condition.
On March 12, 2009, the Company announced certain financial results for the fourth quarter and
fiscal year ended December 31, 2008. A copy of the press release is being furnished as Exhibit 99.1
to this Report on Form 8-K.
The information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished
and 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 or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On March 12, 2009, the Company notified employees of the elimination of approximately 44
full-time equivalent positions across all departments, representing approximately 50% of the
Company’s workforce, effective immediately, under a plan of termination pursuant to which charges
will be incurred under FASB Statement of Financial Accounting Standards No. 146 “Accounting For
Costs Associated With Exit or Disposal Activities,” (the “Reduction in Force”). The Reduction in
Force, which was approved by the Company’s Board of Directors on March 10, 2009, was initiated in
connection with the Company’s efforts to reduce its cost structure.
The Company estimates that the charges to be recorded in the first quarter of 2009 in
connection with the Reduction in Force will be approximately $0.6 million, representing cash
payments of one-time employee termination benefits, including severance, and other benefits.
Information contained in this Item 2.05 that relates to the Company’s estimated charges in
connection with the Reduction in Force are “forward-looking statements” within the meaning of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These
statements involve risks and uncertainties that could cause the Company’s actual results to differ
materially from the future results expressed or implied by the forward-looking statements. All
information set forth herein is current as of the date of this Report on Form 8-K. The Company
undertakes no duty to update any statement in light of new information or future events except as
required by applicable law. For further information regarding risks and uncertainties associated
with the Company’s business, please refer to the “Risk Factors” section of the Company’s filings
with the Securities and Exchange Commission, including, but not limited to, its latest Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
Item 7.01 Regulation FD Disclosure.
On March 12, 2009, the Company issued a press release, a copy of which is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished
and 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 or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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10.1 |
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Letter Agreement by and between the registrant and SmithKline Beecham Corporation (d/b/a
GlaxoSmithKline), dated as of March 9, 2009. |
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99.1 |
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Press Release issued by the registrant on March 12, 2009,
furnished herewith. |