PALO ALTO, Calif., June 11 /PRNewswire-FirstCall/ -- Jazz Pharmaceuticals, Inc. (Nasdaq: JAZZ) today announced the filing of a universal shelf registration statement with the U.S. Securities and Exchange Commission (SEC). If and when the universal shelf registration statement has been declared effective by the SEC, Jazz Pharmaceuticals may from time-to-time offer and sell up to an aggregate of $100 million of its common stock, preferred stock, warrants and/or debt securities, either individually or in units. The securities may be offered in separate series, in amounts, at prices and upon terms to be established at the time of each offering. Any offers, solicitations of offers to buy or sales of securities will only be made pursuant to the universal shelf registration statement filed with and declared effective by the SEC, including the prospectus and related prospectus supplement.
The universal shelf registration statement is intended to provide Jazz Pharmaceuticals with flexibility to raise funds from the offering of its securities in one or more offerings, subject to market conditions and the company's capital needs.
Jazz Pharmaceuticals also announced the filing of two resale registration statements on Form S-3 to register: (i) the resale of shares of the company's common stock issuable upon the exercise of outstanding warrants issued in connection with Jazz Pharmaceuticals' private placement of senior secured notes completed in March 2008, as well as shares of the company's common stock issuable upon the exercise of warrants that may be issued in the event of additional issuances of senior secured notes under the same facility; and (ii) the resale of shares of the company's common stock that may be issued upon the company's election to draw down funds pursuant to the committed equity financing facility entered into with Kingsbridge Capital Limited in May 2008, as well as the common stock issuable upon exercise of an outstanding warrant issued to Kingsbridge in connection with the transaction. If and when declared effective by the SEC, the resale registration statements will allow the selling securityholders named therein to publicly resell shares of the company's common stock issuable pursuant to the committed equity financing facility and upon the exercise of the above-referenced warrants, as applicable. Written prospectuses, when available, may be obtained from Jazz Pharmaceuticals at 3180 Porter Drive, Palo Alto, California 94304, Attention: Investor Relations.
The registration statements relating to these securities have been filed with the SEC but have not yet become effective. These securities may not be sold, nor may offers to buy be accepted prior to the time the applicable registration statement becomes effective. 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 the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About Jazz Pharmaceuticals, Inc.
Jazz Pharmaceuticals is a specialty pharmaceutical company focused on identifying, developing and commercializing innovative products to meet unmet medical needs in neurology and psychiatry. For further information see http://www.JazzPharmaceuticals.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements, including, but not limited to, statements related to the offering of securities by Jazz Pharmaceuticals and the issuance of additional debt under an existing facility. These forward-looking statements are based on the company's current expectations and inherently involve significant risks and uncertainties. Jazz Pharmaceuticals' actual results and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Jazz Pharmaceuticals' need for additional funds. These and other risk factors are discussed under the heading "Risk Factors" in the two resale registration statements filed on Form S-3 by Jazz Pharmaceuticals with the Securities and Exchange Commission on June 11, 2008. Jazz Pharmaceuticals undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.
|SOURCE Jazz Pharmaceuticals, Inc.|
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