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): December 8, 2006

Arena Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

858.453.7200

(Registrant’s telephone number, including area code)

 

N/A
(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:

 

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 8.01               Other Events.

 

On December 8, 2006, Arena Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with CIBC World Markets Corp., as representative of the several underwriters named therein (collectively, the “Underwriters”), related to a public offering of 11,500,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). The price to the public is $13.21 per share, and the underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $12.5165 per share. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,725,000 shares of Common Stock to cover over-allotments, if any. The offering is being made pursuant to the Company’s effective registration statements on Form S-3 (Registration Statement Nos. 333-137030 and 333-139191) previously filed with the Securities and Exchange Commission. The Underwriting Agreement is filed as Exhibit 1.1 to this Report, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The Company’s press release announcing the pricing of the public offering is filed as Exhibit 99.1 to this Report and is incorporated by reference herein.

Item 9.01               Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated December 8, 2006
99.1		Press Release, dated December 8, 2006

 

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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.

 

	ARENA PHARMACEUTICALS, INC.
Dated: December 8, 2006	By:	/s/ Steven W. Spector
		Steven W. Spector,
		Senior Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

Exhibit Number		Description
1.1		Underwriting Agreement, dated December 8, 2006
99.1		Press Release, dated December 8, 2006

 

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