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): April 18, 2007
ALTUS PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-51711
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04-3573277 |
| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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125 Sidney Street, Cambridge, Massachusetts
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02139 |
(Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (617) 299-2900
(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))
TABLE OF CONTENTS
Item 8.01 Other Events.
On April 18, 2007, Altus Pharmaceuticals Inc. (the “Company”) entered into a purchase
agreement (the “Purchase Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Cowen and Company, LLC and Leerink Swann & Co., Inc.
(collectively, the “Underwriters”), relating to the sale of 6,000,000 shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), at an offering price to the public of
$14.75 per share (the “Offering”). The Offering was conducted pursuant to the Company’s effective
shelf registration statement (Registration No. 333-141414). Under the terms of the Purchase
Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase
up to an additional 900,000 shares of Common Stock to cover over-allotments, if any. All of the
shares of Common Stock are being offered by the Company. The Offering is expected to close on
April 24, 2007.
The Purchase Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the
description of the material terms of the Purchase Agreement is qualified in its entirety by
reference to such exhibit. The Company is also filing the legal opinion of the Company’s counsel,
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as to the legality of the Common Stock as
Exhibit 5.1 hereto. The prospectus relating to the Offering, which consists of a prospectus
supplement dated April 18, 2007, and an accompanying prospectus dated April 5, 2007, has been filed
with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Report:
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Description |
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1.1
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Purchase Agreement dated as of April 18, 2007. |
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5.1
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding the legality of the
securities being issued. |
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23.1
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). |
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