UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 7, 2008
ALKERMES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| PENNSYLVANIA
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1-14131
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23-2472830 |
| (State or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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88 Sidney Street
Cambridge, Massachusetts
(Address of principal executive offices)
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02139
(Zip Code) |
Registrant’s telephone number, including area code: (617) 494-0171
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 1.01 Entry into a Material Definitive Agreement.
On February 7, 2008, Alkermes, Inc. (the “Company”) entered into an agreement for an
Accelerated Share Repurchase Transaction (the “ASR”) with Morgan Stanley & Co.
Incorporated (“Morgan Stanley”) pursuant to which the Company will repurchase $60 million of its
outstanding common stock from Morgan Stanley. The Company is acquiring these shares as part of a
previously announced share repurchase program of up to $175 million approved by the Company’s Board
of Directors. A copy of the press release is attached hereto as Exhibit 99.1.
Under the ASR, the final price of shares repurchased will be determined based on a
discount to the volume weighted average trading price of the Company’s common stock over a period
not to exceed three months. Under the ASR, Morgan Stanley will make an initial delivery
of shares to the Company. Depending on the final price and number of shares being repurchased,
Morgan Stanley may deliver additional shares to the Company at the completion of the transaction,
or the Company may, at its option, deliver to Morgan Stanley either cash or shares. The Company
expects that Morgan Stanley will purchase shares of the Company’s common stock from time to time in
the open market in connection with the ASR and may also sell shares in the open market
from time to time.
Morgan Stanley has engaged, and may in the future engage, in financial advisory, investment
banking and other services for the Company.
The preceding description of the ASR does not purport to be a complete description and is
qualified in its entirety by reference to the full text of such agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. |
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Description |
| 99.1
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Press release issued by Alkermes, Inc. on February 7, 2008
announcing initiation of accelerated share repurchase program. |