It is hard to believe that they have not issued a press release, whether to say they closed, or were forced to defer/reprice or something else the offering.
There may be an adjustement to the conversion price, but a quick review of the indenture indicates those are typical anti-dilution provisions or keyed to a change of control or loss of trading, not something keyed to FDA action or stock price.
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Item 1.01 On June 11, 2007, Dendreon Corporation (“Dendreon”) entered into an Indenture, a copy of which is attached hereto as Exhibit 10.1 (the “Indenture”), with The Bank of New York Trust Company, N.A., as trustee. The Indenture sets forth the rights and provisions governing Dendreon’s $75 million aggregate principal amount of its 4.75% Convertible Senior Subordinated Notes due 2014 (the “Notes”), which Notes may be increased to $100,000,000 in aggregate principal amount if the initial purchaser’s overallotment option is exercised in full within the next 23 days. Interest is payable on the Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2007. Record dates for payment of interest on the Notes are each June 1st and December 1st.
The Notes will be convertible into shares of Dendreon’s common stock, at the option of the holder, at an initial conversion rate of 97.2644 shares per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $10.28 per share. There may be an increase in the conversion rate of the Notes under certain circumstances described in the Indenture; however, the number of shares of Common Stock issued will not exceed 114.2857 per $1,000 principal amount, subject to adjustment for certain changes in capitalization by Dendreon.
The Indenture is described in its entirety by reference to the terms of the Indenture, attached hereto as Exhibit 10.1 and incorporated herein by reference.
On June 11, 2007, Dendreon entered into a Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.2 (the “Registration Rights Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial purchaser of the Notes (the “Initial Purchaser”). Pursuant to the terms of the Registration Rights Agreement, Dendreon agreed, for the benefit of the holders of the Notes, at Dendreon’s cost, to file with the Securities and Exchange Commission within ninety (90) days after the original issuance of the Notes and use its reasonable best efforts to cause to become effective within one hundred and eighty days (180) days after the original issuance of the Notes, a shelf registration statement with respect to the resale of the Notes and the shares of common stock issuable upon conversion of the Notes. Dendreon is obligated to use its reasonable best efforts to keep the Registration Statement effective until the earliest of the following: (i) the date the Notes or underlying shares of common stock have been effectively registered under the Securities Act of 1933, as amended (the “Securities Act”), and disposed of, whether or not in accordance with the shelf registration statement, (ii) the date the Notes or underlying shares of common stock, other than any Notes or shares held by affiliates of Dendreon, may be sold without restriction pursuant to Rule 144 under the Securities Act, and (iii) the date that is two years after the date of the issuance of the Notes (including any Notes issued upon exercise of the initial purchaser’s overallotment option).
The above description of the Registration Rights Agreement is qualified in its entirety by reference to the terms of the Registration Rights Agreement, attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 8.01. Other Events. Four proposed securities class action suits have been filed in The United States District Court for the Western District of Washington. Three of these suits name Dendreon and its chief executive officer as defendants and allege a proposed class period of March 30, 2007 through May 8, 2007. One suit names Dendreon, four of its executive officers, and two members of Dendreon’s board of directors and alleges a proposed class period of March 1, 2007 through May 8, 2007. All four proposed class action suits purport to state claims for securities law violations stemming from Dendreon’s disclosures related to Provenge and the FDA’s actions regarding Dendreon’s pending Biologics License Application for Provenge. The actions seek compensatory damages, attorney’s fees and expenses. Dendreon intends to vigorously defend these actions.
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