Edgar Filing: BIOMARIN PHARMACEUTICAL INC

BioMarin Pharmaceutical Inc.,

a Delaware corporation

Date: November 15, 2010

/s/ G. Eric Davis

G. Eric Davis

Senior Vice President, General Counsel

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): November 10, 2010

BioMarin Pharmaceutical Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-26727

68-0397820

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)


105 Digital Drive, Novato, California		94949
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 506-6700

(Former name or former address, if changed since last report)

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 3.02 Unregistered Sales of Equity Securities.

On November 10 and 11, 2010, BioMarin Pharmaceutical Inc. (the “Company”) entered into agreements with three of its existing holders of its 2.50% Senior Subordinated Convertible Subordinated Notes due 2013 (the “Notes”), pursuant to which such holders have converted $32.5 million face amount of the Notes, in accordance with their terms, into 1,963,497 shares of the Company’s common stock, par value $.001 per share. In addition to issuing the requisite number of shares of common stock of the Company required pursuant to the Notes, the Company also paid each of those holders varying cash premiums for agreeing to convert their Notes, which, in aggregate, totaled approximately $1.8 million. The Company also made a $2.0 million cash payment to the holders of accrued and future interest payments that will no longer be required. The issuance of the common stock of the Company upon conversion of the Notes was made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof, as the conversion of the Notes into common stock of the Company was made by the Company with its existing security holders exclusively in a series of privately negotiated transactions where no commission or other remuneration was paid.

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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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