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): October 17, 2008
EPIX Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| |
|
|
| 000-21863
|
|
04-3030815 |
|
|
|
|
| (Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
| 4 Maguire Road, Lexington, Massachusetts
|
|
02421 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(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 2.05 |
|
Costs Associated with Exit or Disposal Activities. |
On October 23, 2008, EPIX Pharmaceuticals, Inc. (the “Company”) notified employees
representing approximately 23% of the Company’s workforce of their termination from the Company,
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 Compensation Committee on October 17, 2008, was initiated in connection with the
Company’s efforts to reduce its cost structure and narrow the current focus of its research and
development efforts.
The Company estimates that the charges to be recorded in the fourth quarter of 2008 in
connection with the Reduction in Force will be approximately $0.3 million for cash payments of
one-time employee termination benefits, including severance, and other benefits.
Information contained in this Report on Form 8-K 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 October 23, 2008, the Company issued a press release, a copy of which is being furnished as
Exhibit 99.1 to this 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: |
|
|
|
|
|
|
|
|
|
99.1
|
|
Press Release issued by the registrant on October 23, 2008,
furnished herewith. |