-----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, MOOQ0qEx3hQ74uSyDaO7B60RMQg1ck37leGw7Hb6SFKDCscSrzFOXLLsJmoQVB2L dQzZPUg4u99TLsGQJWjEDA== 0000950129-04-006993.txt : 20040913 0000950129-04-006993.hdr.sgml : 20040913 20040913115512 ACCESSION NUMBER: 0000950129-04-006993 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040913 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040913 DATE AS OF CHANGE: 20040913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENCYSIVE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000887023 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133532643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20117 FILM NUMBER: 041026923 BUSINESS ADDRESS: STREET 1: 6700 WEST LOOP SOUTH STREET 2: 4TH FLOOR CITY: BELLAIRE STATE: TX ZIP: 77401 BUSINESS PHONE: 7137968822 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS BIOTECHNOLOGY CORP /DE/ DATE OF NAME CHANGE: 19930328 8-K 1 h18389e8vk.txt ENCYSIVE PHARMACEUTICALS INC.- SEPTEMBER 13, 2004 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) SEPTEMBER 13, 2004 (SEPTEMBER 13, 2004) ENCYSIVE PHARMACEUTICALS INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-20117 13-3532643 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6700 WEST LOOP, 4TH FLOOR, BELLAIRE, TEXAS 77401 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 796-8822 NOT APPLICABLE - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS. On September 13, 2004, Encysive Pharmaceuticals Inc. (the "Company") issued a press release announcing the closing of the previously announced offering of 4,000,000 shares of its common stock in an underwritten offering by Wachovia Capital Markets, LLC ("Wachovia"). At the closing, Wachovia also purchased an additional 600,000 shares of common stock pursuant to its previously exercised over-allotment option. The shares of common stock were sold to the public for $7.94 per share. The press release is filed as an exhibit hereto and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. None (b) Pro forma financial information. None (c) Exhibits. 99.1 Press Release [SIGNATURE PAGE FOLLOWS] 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. ENCYSIVE PHARMACEUTICALS INC. Date September 13, 2004 /s/ Stephen L. Mueller Stephen L. Mueller Vice President, Finance and Administration Secretary and Treasurer EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Press Release EX-99.1 2 h18389exv99w1.txt PRESS RELEASE EXHIBIT 99.1 Investors: Media: Ann Tanabe Daniel Budwick Encysive Pharmaceuticals BMC Communications (713) 796-8822 (212) 477-9007 ext. 14 Hershel Berry The Trout Group (415) 392-3385 FOR IMMEDIATE RELEASE ENCYSIVE PHARMACEUTICALS ANNOUNCES CLOSING OF $36.5 MILLION STOCK OFFERING HOUSTON, TX - (SEPTEMBER 13, 2004) - Encysive Pharmaceuticals (NASDAQ: ENCY) announced today the closing of its previously announced offering of 4,000,000 shares of its common stock in an underwritten offering by Wachovia Capital Markets, LLC. At the closing, Wachovia also purchased an additional 600,000 shares of common stock pursuant to its previously exercised over allotment option. The shares of common stock were sold to the public for $7.94 per share. With the exercise of the over allotment option, the gross proceeds from the offering realized by Encysive is approximately $36.5 million. The net proceeds of the offering will be used for further clinical development, marketing and pre-launch activities related to Thelin(TM), research and development of Encysive's other product candidates, and general corporate purposes, including capital expenditures and other working capital requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Copies of the prospectus supplement can be obtained from the Prospectus Department of Wachovia Securities (7 Saint Paul Street, 1st Floor, Baltimore, MD 21202, phone 443-263-6400) or from Encysive (6700 West Loop, 4th Floor, Bellaire, TX 77401, phone 713-796-8822). ABOUT ENCYSIVE PHARMACEUTICALS Encysive Pharmaceuticals Inc., a biopharmaceutical company focused on the discovery, development and commercialization of novel drugs, is recognized for our expertise in small molecule drug development and vascular biology. Argatroban, our first FDA-approved product, is being marketed by GlaxoSmithKline for heparin-induced thrombocytopenia. Encysive Pharmaceuticals is in Phase III development of the endothelin antagonist, Thelin, for pulmonary arterial hypertension. Our majority-owned affiliate, Revotar Biopharmaceuticals AG, is in Phase II development with the selectin antagonist bimosiamose in asthma, psoriasis and atopic dermatitis. Encysive Pharmaceuticals has several other research and development programs ongoing for a range of cardiovascular and inflammatory diseases. To learn more about Encysive Pharmaceuticals please visit our web site: www.encysive.com. This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are timing and cost of our clinical trials, attainment of research and clinical goals and milestones of product candidates, attainment of required government approvals, sales levels of our products and availability of financing and revenues sufficient to fund development of product candidates and operations. In particular, careful consideration should be given to cautionary statements made in the various reports Encysive Pharmaceuticals, including as Texas Biotechnology Corporation, has filed with the Securities and Exchange Commission. The Company undertakes no duty to update or revise these forward-looking statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----