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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): July 30, 2010
Aradigm Corporation
(Exact name of registrant as specified in its charter)
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California
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000-28402
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94-3133088 |
(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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3929 Point Eden Way, Hayward, California
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94545 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (510) 265-9000
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):
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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 1.01 |
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Entry into a Material Definitive Agreement. |
On July 30, 2010, Aradigm Corporation (the Company) entered into a Stock Purchase
Agreement (the Stock Purchase Agreement) with Novo Nordisk A/S (Novo Nordisk)
providing for the issuance by the Company to Novo Nordisk in a private placement of 26,000,000
shares of the Companys Common Stock (collectively, the Shares) in consideration for the
termination of all of the Companys obligations under the Promissory Note and Security Agreement
dated July 3, 2006 (the Promissory Note). The Promissory Note evidences, among other
things, a loan that was previously made by Novo Nordisk to the Company in the principal amount of
$7.5 million, which bears interest accruing at 5% per annum and the principal, along with the
accrued interest, is payable in three equal payments of approximately $3.5 million at July 2, 2012,
July 1, 2013 and June 30, 2014. As of the date of this Current Report on Form 8-K, the amount
outstanding under the Promissory Note, including accrued interest, is approximately $9.1 million.
The closing of the transactions contemplated by the Stock Purchase Agreement is subject to the
Companys receipt of the requisite shareholder approval to increase the number of authorized shares
of the Companys Common Stock to cover the Shares and other customary conditions. The Stock
Purchase Agreement requires the Company to call and hold a special meeting of the Companys
shareholders to vote on a proposal to approve an amendment to the Companys Articles of
Incorporation to increase the number of authorized shares of the Companys Common Stock to cover
the Shares. The Company intends to present this proposal and the proposal to approve an amendment
to the Companys Articles of Incorporation to increase the number of authorized shares of the
Companys Common Stock contemplated by the previously-announced Securities Purchase Agreement dated
as of June 18, 2010, which was executed in connection with the Companys June 2010 private
placement (the June 2010 Securities Purchase Agreement), to the Companys shareholders at
the same special meeting.
The Stock Purchase Agreement contains customary representations and warranties and covenants
of the Company and Novo Nordisk. Pursuant to the terms of the Stock Purchase Agreement, the
Company has agreed to provide customary indemnification to Novo Nordisk, its affiliates and agents
against certain liabilities.
The Company also entered into a Registration Rights Agreement with Novo Nordisk (the
Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the
Company is required to file a registration statement to cover the resale of the Shares. The
Company may satisfy its registration obligations under the Registration Rights Agreement by
including the Shares in the same registration statement covering the securities identified in the
Registration Rights Agreement dated as of June 21, 2010, which was executed in connection with the
Companys June 2010 private placement (the June 2010 Registration Rights Agreement). The
failure on the part of the Company to satisfy the deadlines set forth in the Registration Rights
Agreement may subject the Company to payment of certain monetary penalties. In addition, pursuant
to the terms of the Stock Purchase Agreement, the Company has agreed, among other things, not to
file any other registration statement (other than any registration statement on Form S-8 and except
as may be required or contemplated by the June 2010 Registration Rights Agreement) until the Shares
are covered by an effective registration statement or freely salable under Rule 144 under the
Securities Act of 1933, as amended (the Securities Act).
In connection with the Companys execution of the Stock Purchase Agreement and the
Registration Rights Agreement, the Company and each of the investors who participated in the
Companys June 2010 private placement entered into a First Amendment to Securities Purchase
Agreement and Registration Rights Agreement (the First Amendment). The First Amendment
amended applicable provisions of the June 2010 Securities Purchase Agreement and the June 2010
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Registration Rights Agreement in order to permit the Company to include the Shares in the same
registration statement covering the securities identified in the June 2010 Registration Rights
Agreement and to extend certain deadlines required to be satisfied by the Company set forth in the
June 2010 Registration Rights Agreement.
The foregoing description of the Stock Purchase Agreement, the Registration Rights Agreement
and the First Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of the Stock Purchase Agreement, the Registration Rights Agreement and
the First Amendment. Copies of the Stock Purchase Agreement, the Registration Rights Agreement and
the First Amendment are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Copies of the Stock Purchase Agreement, the Registration Rights Agreement and the First
Amendment have been attached as exhibits to this Current Report on Form 8-K to provide investors
with information regarding its terms. Except for their status as legal documents governing the
contractual rights among the parties thereto, such transaction documents are not intended to be a
source of factual, business or operational information about the Company or its business. The
representations and warranties contained in such transaction documents are not necessarily accurate
or complete as made and may be subject to exceptions set forth in the disclosure schedules provided
in accordance with such documents. Such representations, warranties and covenants have been
negotiated by the Company and Novo Nordisk for the purpose of allocating contractual risk between
the parties, including in subject areas where the parties do not have complete knowledge of all the
facts, and not for the purpose of establishing matters as facts. The representations and
warranties may also be subject to a contractual standard of materiality different from those
generally applicable to investors. Readers should not rely on the representations, warranties and
covenants in such documents or any descriptions thereof as characterizations of the actual state of
facts or condition of the parties or any of their affiliates.
In connection with obtaining shareholder approval to increase the number of authorized shares
of the Companys common stock described above, the Company will prepare a proxy statement for the
Companys shareholders to be filed with the Securities and Exchange Commission (the SEC).
The proxy statement will contain information about the Company, the transaction and related
matters. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION.
In addition to receiving the proxy statement from the Company by mail, shareholders will be
able to obtain the proxy statement, as well as other filings containing information about the
Company, without charge, from the SECs website (http://www.sec.gov) or, without charge, from the
Companys website at www.aradigm.com or by directing such request to Aradigm Corporation, 3929
Point Eden Way, Hayward, California, 94545 Attention: Chief Financial Officer.
The Company and its directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies. Information concerning
the Company and its directors and executive officers is set forth in the Companys proxy statement
and Annual Report on Form 10-K previously filed with the SEC.
Except for the historical information contained herein, this Current Report on Form 8-K
contains forward-looking statements, including, but not limited to, statements regarding the
Companys intent with respect to the special meeting and the proxy statement. These
forward-looking statements involve risk and uncertainties, including, but not limited to, the risk
that the conditions to the closing of the private placement might not be satisfied and the risk of
any difficulties or delays in obtaining the
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required shareholder approval to increase the number of authorized shares of the Companys
common stock, as well as the other risks detailed from time to time in the Companys filings with
the SEC.
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Item 3.02 |
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Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 of this report on Form 8-K is hereby incorporated by
reference into this Item 3.02 in its entirety. The Shares are being offered to Novo Nordisk
without registration under the Securities Act, or any state securities laws. The Company is
relying on the exemption from the registration requirements of the Securities Act afforded by
Section 4(2) thereof. This Current Report on Form 8-K is not an offer to sell or the solicitation
of an offer to buy the Shares.
On August 2, 2010, the Company issued a press release announcing the execution of definitive
agreements for the transaction. A copy of this press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
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Exhibit |
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Description |
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10.1 |
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Stock Purchase Agreement, dated as of July 30, 2010, by and among
Aradigm Corporation and Novo Nordisk A/S. |
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10.2 |
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Registration Rights Agreement, dated as of July 30, 2010, by and
among Aradigm Corporation and Novo Nordisk A/S. |
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10.3 |
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First Amendment to Securities Purchase Agreement and Registration
Rights Agreement, dated as of July 20, 2010, by and among Aradigm
Corporation and the investors party thereto. |
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99.1 |
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Press release dated August 2, 2010. |
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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.
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ARADIGM CORPORATION
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Dated: August 2, 2010 |
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/s/ Nancy Pecota
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Name: |
Nancy Pecota |
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Title: |
Vice President, Finance and Chief
Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Description |
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10.1 |
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Stock Purchase Agreement, dated as of July 30, 2010, by and among
Aradigm Corporation and Novo Nordisk A/S. |
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10.2 |
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Registration Rights Agreement, dated as of July 30, 2010, by and
among Aradigm Corporation and Novo Nordisk A/S. |
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10.3 |
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First Amendment to Securities Purchase Agreement and Registration
Rights Agreement, dated as of July 20, 2010, by and among Aradigm
Corporation and the investors party thereto. |
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99.1 |
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Press release dated August 2, 2010. |
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