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 12, 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 |
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| Cambridge, Massachusetts
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02139 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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| Item 7.01 |
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Regulation FD Disclosure. |
On June 16, 2008, Alkermes, Inc. (“Alkermes” or the “Company”) revised its financial expectations
for fiscal year 2009 in connection with its receipt of $40 million in cash and approximately $40
million in manufacturing materials and equipment from Eli Lilly and Co. (“Lilly”), as set forth in
Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1. This information,
including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act,
or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
On June 16, 2008, Alkermes announced that it had entered into an agreement with Lilly in connection
with Lilly’s termination of the Supply Agreement between Lilly and Alkermes dated December 14,
2006, and the Development and License Agreement between Lilly and Alkermes dated April 1, 2001, as
amended, pursuant to which Lilly had been developing an inhaled form of insulin known as
AIR® Insulin in partnership with the Company.
Under the terms of the agreement, Alkermes will receive $40 million in cash as compensation for all
services performed by Alkermes to date under the Supply and Development and License Agreements, all
manufacturing materials and equipment owned by Lilly related to AIR® Insulin
manufacturing which cost Lilly approximately $40 million at the time of purchase, and all
intellectual property related to the AIR Insulin program. In addition, the agreement contains a
mutual release of claims by each of Alkermes and Lilly related to the Supply and Development and
License Agreements.
Alkermes plans to utilize up to $40 million to repurchase additional shares of its common stock, as
authorized by the Board of Directors of Alkermes (the “Board”). A copy of the press release is
attached hereto as Exhibit 99.1. This share repurchase program is in addition to the November 2007
share repurchase program authorized by the Board pursuant to which the Company may purchase up to
$175 million of its common stock, bringing the total authorization to $215 million.
The Company expects to make repurchases at the discretion of management from time to time in the
open market, depending on market conditions, or through privately negotiated transactions.