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): October 31, 2007
VANDA
PHARMACEUTICALS INC.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
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000-51863
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03-0491827
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(Commission
File No.)
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(IRS
Employer Identification No.)
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9605
Medical Center Drive
Suite 300
Rockville,
Maryland 20850
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (240)
599-4500
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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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o
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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
8.01. Other Events.
On
October 31, 2007, Vanda Pharmaceuticals, Inc. (the “Company”) announced that the
Company intends to offer, subject to market conditions and other factors,
$100 million aggregate principal amount of convertible senior notes due
2014. This offering will be made through a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933. The full text of the Company’s press release is attached hereto as
Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press
release of Vanda Pharmaceuticals Inc. dated October 31,
2007.
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SIGNATURE
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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VANDA
PHARMACEUTICALS INC.
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By:
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/s/
Steven A. Shallcross
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Name:
Steven A. Shallcross
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Title:
Senior Vice President, Chief Financial Officer and
Treasurer
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Dated:
October 31, 2007
PRESS
RELEASE
VANDA
PHARMACEUTICALS ANNOUNCES PROPOSED $100 MILLION
CONVERTIBLE
SENIOR NOTES OFFERING
ROCKVILLE,
Md.,
-
October 31, 2007 - /PRNewswire-FirstCall/ Vanda
Pharmaceuticals Inc. (NASDAQ: VNDA) announced today that it intends to offer,
subject to market conditions and other factors, $100 million aggregate principal
amount of convertible senior notes due 2014. This offering will be made through
a private placement to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933. The interest rate, terms of conversion,
offering price, registration rights and other terms of the notes will be
determined by negotiations between the Company and the initial purchasers of
the
notes. The Company expects to grant the initial purchasers of the notes a 30-day
overallotment option to purchase up to an additional $25 million aggregate
principal amount of the notes.
The
Company intends to use the net proceeds of this offering for the
commercialization of iloperidone for the treatment of schizophrenia, the
continuing development of the Company’s other product candidates, other research
and development activities, and for working capital purposes.
The
notes
and common stock issuable upon conversion of the notes have not been registered
under the Securities Act of 1933 or applicable state securities laws, and unless
so registered, may not be offered or sold in the United States or to U.S.
persons except pursuant to an applicable exemption from, or in a transaction
not
subject to, the registration requirements of the Securities Act of 1933 and
applicable state securities laws.
This
press release is neither an offer to sell nor a solicitation of an offer to
buy
any securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
Note
Regarding Forward-Looking Statements
This
release contains forward-looking statements within the meaning of Section 21E
of
the Securities Exchange Act of 1934, as amended, including statements regarding
Vanda's plans for its product candidates. Words such as, but not limited to,
“look forward to,” “believe,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” “targets,” “likely,” “will,” “would,” “should,” and “could,” and similar
expressions or words identify forward-looking statements. Such forward-looking
statements are based upon current expectations that involve risks, changes
in
circumstances, assumptions and uncertainties. Vanda is at an early stage of
development and may not ever have any products that generate significant
revenue. Important factors that could cause actual results to differ materially
from those reflected in Vanda's forward-looking statements include, among
others, a failure of Vanda's product candidates to be demonstrably safe and
effective, a failure to obtain regulatory approval for the company's products
or
to comply with ongoing regulatory requirements, a lack of acceptance of Vanda's
product candidates in the marketplace, a failure of the company to become or
remain profitable, Vanda's inability to obtain the capital necessary to fund
its
research and development activities, a loss of any of the company's key
scientists or management personnel, and other factors that are described in
the
“Risk Factors” section (Part II, Item 1A) of Vanda's report on Form 10-Q for the
quarter ended June 30, 2007 (File No. 000-51863). No forward-looking statements
can be guaranteed and actual results may differ materially from such statements.
The information in this release is provided only as of the date of this release,
and Vanda undertakes no obligation to update any forward-looking statements
contained in this release on account of new information, future events, or
otherwise, except as required by law.
#
# #
Vanda
Pharmaceuticals Inc. • 9605 Medical Center Drive • Suite 300 • Rockville, MD
20850 USA • p 240.599.4500 • f 301.294.1900
www.vandapharma.com