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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): April 21, 2006
| VANDA PHARMACEUTICALS INC. | ||
| (Exact Name of Registrant as Specified in its Charter) | ||
| Delaware | 000-51863 | 03-0491827 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
||
9605 Medical Center Drive
Suite 300
Rockville, Maryland 20850
(240) 599-4500
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)
Suite 300
Rockville, Maryland 20850
(240) 599-4500
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)
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))
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| Item 8.01 Other Events. | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EX-99.1 PRESS RELEASE, DATED APRIL 21, 2006 | ||||||||
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Item 8.01 Other Events.
On April 21, 2006, the registrant announced that the underwriters of its initial public offering
have exercised an over-allotment option granted in connection with such offering to purchase an
additional 214,188 shares of its common stock. A copy of the registrant’s press release relating
to the underwriters’ exercise of their over-allotment option is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
| Exhibit Number | Description | |
99.1
|
Press Release, dated April 21, 2006 |
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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.
| VANDA PHARMACEUTICALS INC. |
||||
| DATE: April 21, 2006 | By: | /s/ Steven A. Shallcross | ||
| Steven A. Shallcross | ||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||
Exhibit 99.1
NEWS RELEASE
Vanda Pharmaceuticals Inc. Announces Exercise of Over-Allotment Option by Underwriters
ROCKVILLE, MARYLAND, April 21 /PRNewswire-FirstCall/ — Vanda Pharmaceuticals Inc. (NASDAQ: VNDA)
announced today that the underwriters have exercised an over-allotment option to purchase an
additional 214,188 shares of its common stock in connection with its initial public offering that
priced on April 12, 2006. Including the over-allotment shares being purchased, the offering will
total 5,964,188 shares at a public offering price of $10.00 per share, resulting in expected net
proceeds to the Company of approximately $55.4 million (after payment of underwriting discounts,
but excluding estimated offering expenses).
J.P. Morgan Securities Inc. and Banc of America Securities LLC are joint bookrunning managers for
the offering. Thomas Weisel Partners LLC is co-manager for the offering.
A registration statement relating to the offered securities was declared effective by the
Securities and Exchange Commission on April 12, 2006. The offering is being made by means of a
written prospectus. Copies of the final prospectus relating to the offering may be obtained from
J.P. Morgan Securities Inc., National Statement Processing, Prospectus Library, 4 Chase Metrotech
Center, CS Level, Brooklyn, NY 11245 or from Banc of America Securities LLC, 9 West 57th Street,
New York, New York 10019.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
About Vanda Pharmaceuticals Inc.
Vanda Pharmaceuticals Inc. is a biopharmaceutical company focused on the development and
commercialization of clinical-stage product candidates for central nervous system disorders. The
Company has three product candidates in clinical development. Vanda’s lead product candidate,
iloperidone, is a compound for the treatment of schizophrenia and bipolar disorder and is in a
Phase III clinical trial for schizophrenia. Vanda’s second product candidate, VEC-162, is a
compound for the treatment of insomnia and depression which is currently in a Phase III clinical
trial for insomnia. Vanda’s third product candidate, VSF-173, is a compound for the treatment of
excessive sleepiness and is ready for a Phase II clinical trial. For more on Vanda
Pharmaceuticals Inc., please visit www.vandapharma.com.
SOURCE Vanda Pharmaceuticals Inc.
04/21/2006
04/21/2006
CONTACT: Steven A. Shallcross, Senior Vice President, Chief Financial Officer and Treasurer of
Vanda Pharmaceuticals Inc., +1-240-599-4500
Web site: http://www.vandapharma.com
(VNDA)
(VNDA)
CO: Vanda Pharmaceuticals Inc.