SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 2)
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ALKERMES, INC.
(Name of Subject Company)
ALKERMES, INC., AS ISSUER
(Names of Filing Persons
(identifying status as offeror, issuer or other person))
3.75% CONVERTIBLE SUBORDINATED NOTES DUE 2007
(Title of Class of Securities)
01642TAA6
01642TAB4
(CUSIP Number of Class of Securities)
RICHARD F. POPS,
CHIEF EXECUTIVE OFFICER
ALKERMES, INC.
88 SIDNEY STREET
CAMBRIDGE, MA 02139
(617) 494-0171
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
COPIES TO:
MORRIS CHESTON, JR., ESQ. ABIGAIL ARMS, ESQ. MITCHELL S. BLOOM, ESQ.
BALLARD SPAHR ANDREWS & INGERSOLL, LLP SHEARMAN & STERLING TESTA, HURWITZ & THIBEAULT, LLP
1735 MARKET STREET, 51ST FLOOR 801 PENNSYLVANIA AVENUE 125 HIGH STREET
PHILADELPHIA, PENNSYLVANIA 19103 WASHINGTON, D.C. 20004-2604 BOSTON, MASSACHUSETTS 02110
(215) 665-8500 (202) 508-8000 (617) 248-7000
CALCULATION OF FILING FEE
TRANSACTION VALUATION (1) AMOUNT OF FILING FEE (2)
$115,000,000 $10,580
(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, this
amount is the market value as of November 5, 2002 of the maximum amount
of 3.75% Convertible Subordinated Notes due 2007 (the "existing notes")
that may be received by the Registrant from tendering holders in the
exchange offer.
(2) Registration fee previously paid in connection with the Issuer's
Registration Statement on Form S-4 filed November 6, 2002.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $10,580
Form or Registration No.: Form S-4 (File No. 333-101059)
Filing Party: Alkermes, Inc.
Date Filed: November 6, 2002
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed by Alkermes, Inc. (the "company") with the Securities and
Exchange Commission on November 26, 2002, pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended, in connection with its offer to
exchange (the "exchange offer") up to all of its outstanding 3.75% Convertible
Subordinated Notes due 2007 for 6.52% Convertible Senior Subordinated Notes due
December 31, 2009 (the "new notes") upon the terms and subject to the conditions
set forth in the preliminary prospectus and in the related Letter of
Transmittal, which are Exhibit (a)(1) and Exhibit (a)(3) to this Tender Offer
Statement, respectively. The company filed an Amendment No. 1 to this Tender
Offer Statement on December 17, 2002.
On December 20, 2002, the company issued a press release announcing
that the conversion price for its new notes will be $7.682, which is equal to a
17-1/2% premium over the simple average of the daily volume-weighted average
price of the company's common stock for each of the five trading days
immediately preceding the third trading day prior to the expiration of the
exchange offer. The exchange offer is scheduled to expire at 5:00 p.m., New York
City time (EST), on December 24, 2002, unless extended.
Item 12. Exhibits.
Item 12 of this Tender Offer Statement is hereby amended to add
reference to Exhibit (a)(14):
(a) (14) Press Release issued December 20, 2002.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to Schedule TO is true,
complete and correct.
ALKERMES, INC.
/s/ James M. Frates
---------------------------------
Name: James M. Frates
Title: Vice President, Chief
Financial Officer and
Treasurer
Date: December 20, 2002
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a) (14) Press Release issued December 20, 2002.