Form 8-K

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): March 31, 2005

 

 

OSCIENT PHARMACEUTICALS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Massachusetts   0-10824   04-2297484

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

1000 Winter Street, Suite 2200

Waltham, Massachusetts 02451

(Address of principal executive offices, including zip code)

 

(781) 398-2300

(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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

Effective March 31, 2005, Oscient Pharmaceuticals Corporation (the “Company”) amended its license and option agreement with LG Life Sciences, Ltd. for the Company’s lead product, FACTIVE® (gemifloxacin mesylate) tablets. The Company issued a press release describing the material terms of the amendment on April 6, 2005. A copy of this press release is filed with this Current Report on Form 8-K as Exhibit 99.1. The Company intends to seek confidential treatment for certain portions of the amendment and will file the amendment, with such confidential portions redacted, as an exhibit to its Form 10-Q for the quarter ended March 31, 2005.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(c) Exhibits

 

99.1   Press Release issued by Oscient Pharmaceuticals Corporation on April 6, 2005.

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.

 

OSCIENT PHARMACEUTICALS CORPORATION
By:  

/s/ Stephen Cohen

Name:   Stephen Cohen
Title:  

Senior Vice President and Chief Financial
Officer

 

Date: April 6, 2005

EXHIBIT INDEX

 

Exhibit
Number
  

Description

99.1   Press Release issued by Oscient Pharmaceuticals Corporation on April 6, 2005.