i8-k.htm
UNITED
STATES
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
Date of
report (Date of earliest event reported): May 29, 2009
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
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0-30739
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54-1972729
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8720
Stony Point Parkway, Suite 200, Richmond, Virginia
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23235
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
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:
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))
Item 3.02
Unregistered Sales of Equity Securities
Between
May 18, 2009 and June 1, 2009, Insmed Incorporated received notices from holders
of its 5.5% Convertible Notes due 2008 - 2010 electing to voluntarily convert
$486,801 principal amount of Convertible Notes into 375,908 shares of common
stock at the conversion rate of one share of common stock for each $1.295 in
principal amount of the Convertible Notes. The Company also received $1,310,446
from warrant exercises that resulted in 1,083,013 shares of common stock being
issued at an exercise price of $1.21.
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Following
the conversions described above, $1,491,667 principal amount of the
Convertible Notes remained outstanding. In addition, because this portion
of the Convertible Notes were converted prior to the June 1, 2009
quarterly interest payment, the Company issued an additional 4,696 shares
of common stock for the forfeited cash interest payment at a conversion
price of $1.295.
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The
Company also received $247,500 from warrant exercises related to the May 2007
offering that resulted in 225,000 shares of common stock being issued at an
exercise price of $1.10.
The
number of shares issued pursuant to the conversion of the Convertible Notes and
exercise of warrants and options since May 13, 2009, the date of Insmed’s last
periodic report, exceeded 1% of Insmed’s outstanding common stock on May 29,
2009. As of June 3, 2009 the total issued and outstanding shares of Insmed
Incorporated Common Stock was 126,888,163.
The
common stock issued upon the conversion of the Convertible Notes and warrants
was issued in reliance upon the exemptions from the registration requirements of
the Securities Act of 1933, as amended, provided for in Section 3(a)(9) and
Section 4(2) thereof and is all currently registered for resale by the
holders pursuant to Insmed’s Registration Statement on Form S-3 filed
with the Securities and Exchange Commission on August 8, 2005 (the
“Registration Statement”).
A summary
of the terms of the Convertible Notes and the warrants, including the conversion
features and interest payments of the Convertible Notes was previously provided
in the Registration Statement and Insmed’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 16, 2005 (the “Current
Report”). The forms of the Convertible Notes and the warrants were filed on the
Current Report. The Registration Statement, the Current Report, the forms of the
Convertible Notes and warrants are each incorporated herein by
reference.
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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Insmed
Incorporated
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Date: June
3, 2009
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By: /s/ Kevin P. Tully
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Name: Kevin
P. Tully C.G.A.,
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Title: Executive
Vice President & Chief Financial Officer
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