-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QF4lT0HqYD0JT4RlzdW1ALVzBVE6ftZsUSzmHiLPWX8X2OFOsWYUGUJlxpV9U52+ Z7ZeAoTG2GqzWwW5ontDQg== 0001047469-04-019049.txt : 20040601 0001047469-04-019049.hdr.sgml : 20040601 20040601171236 ACCESSION NUMBER: 0001047469-04-019049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040601 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPIX MEDICAL INC CENTRAL INDEX KEY: 0001027702 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 043030815 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21863 FILM NUMBER: 04842089 BUSINESS ADDRESS: STREET 1: 71 ROGERS ST CITY: CAMBRIDGE STATE: MA ZIP: 02142-1118 BUSINESS PHONE: 6172506000 MAIL ADDRESS: STREET 1: 71 ROGERS ST CITY: CAMBRIDGE STATE: MA ZIP: 02142-1118 8-K 1 a2137716z8-k.htm 8-K
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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): June 1, 2004

EPIX Medical, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
  000-21863
(Commission
File Number)
  04-3030815
(IRS Employer
Identification No.)


71 Rogers Street Cambridge, Massachusetts 02142
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (617) 250-6000





Item 7.    Financial Statements and Exhibits.

    (c)
    The following exhibit is furnished with this report:

Exhibit Number

  Description

99.1   Press release of Registrant dated June 1, 2004.


Item 9.    Regulation FD.

        The information in this Form 8-K shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.

        On June 1, 2004, EPIX Medical, Inc. (the "Registrant") issued a press release announcing its commencement of a private offering of up to $75 million aggregate principal amount of convertible senior notes due 2024 in a private placement pursuant to Rule 144A under the Securities Act. The Registrant also expects to grant the initial purchasers a 30-day option to purchase up to an additional $25 million aggregate principal amount of such notes. The notes will bear interest, and will be convertible into shares of the Registrant's common stock at a rate and price to be determined. The press release is attached hereto as Exhibit 99.1 and hereby is incorporated by reference in its entirety.



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.

  EPIX Medical, Inc.
(Registrant)

Date: June 1, 2004

/s/  
PEYTON J. MARSHALL      
Peyton J. Marshall
Senior Vice-President,
Finance and Administration,
Chief Financial Officer


EXHIBIT INDEX

        The following exhibit is furnished with this report:

Exhibit Number

  Description

99.1   Press Release dated June 1, 2004.



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SIGNATURES
EXHIBIT INDEX
EX-99.1 2 a2137716zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

AT EPIX
Peyton Marshall, Chief Financial Officer
Angela Elrod, Investor Relations Manager
(617) 250-6012

FOR IMMEDIATE RELEASE
June 1, 2004


EPIX Announces Offering of Convertible Senior Notes

Cambridge, MA, June 1, 2004—EPIX Medical, Inc. (Nasdaq: EPIX), a developer of specialty pharmaceuticals for magnetic resonance imaging (MRI), announced today that it has commenced a private offering of up to $75 million aggregate principal amount of convertible senior notes. EPIX expects to grant the initial purchasers a 30-day option to purchase up to an additional $25 million aggregate principal amount of such notes. EPIX intends to use the proceeds for general corporate purposes, which may include working capital, capital expenditures, research and development and commercialization activities. EPIX may also use the proceeds for potential acquisitions or other strategic investments, or to repay outstanding indebtedness.

The notes will be offered only to qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The notes have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Forward-Looking Safe Harbor Statement

This press release contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond EPIX's control, and could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, EPIX's ability to complete the offering of convertible senior notes under acceptable terms or on the anticipated timetable, market conditions, and other risks and uncertainties detailed from time to time in EPIX's filings with the Securities and Exchange Commission.





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EPIX Announces Offering of Convertible Senior Notes
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