Cardiome Announces Filing Of Shelf Registration Statement
24 Ottobre 2008 - 4:40AM
PR Newswire (US)
NASDAQ: CRME TSX: COM VANCOUVER, Oct. 23 /PRNewswire-FirstCall/ --
Cardiome Pharma Corp. (NASDAQ: CRME/TSX:NASDAQ:COM) today announced
that it has filed a preliminary short form base shelf prospectus
with securities regulatory authorities in Canada and a
corresponding shelf registration statement with the United States
Securities and Exchange Commission on Form F-10. On July 25, 2008,
Cardiome completed a private placement of Series A preferred
shares. In connection with the private placement, Cardiome granted
certain registration rights to the purchaser of the Series A
preferred shares pursuant to a registration rights agreement, which
require Cardiome to use its reasonable best efforts to file a
Canadian prospectus and related U.S. registration statement
covering resales, from time to time, of the common shares issuable
upon conversion of the Series A preferred shares. The shelf
prospectus filed today is intended to satisfy Cardiome's filing
obligations under the registration rights agreement, and to replace
the company's previous shelf prospectus, originally filed in
October 2006, which was due to expire in November 2008. The timing
of today's filing is tied to Cardiome's obligation in the
registration rights agreement to file the shelf prospectus by
October 23, 2008 (90 days after the issuance of the Series A
preferred shares) and is unrelated to the type of transaction
Cardiome hopes to deliver to shareholders, or the status of the
ongoing strategic process. Following the filing of the final base
shelf prospectus and the effectiveness of the registration
statement, Cardiome intends to file a prospectus supplement to
cover resales, from time to time, of the common shares issuable
upon conversion of the Series A preferred shares and thereby
fulfill its obligations under the registration rights agreement.
Cardiome has no intention of raising additional capital at this
time. The shelf registration statement filed today with the SEC has
not yet become effective. No securities may be sold, nor may offers
to buy be accepted, prior to the time the registration statement
becomes effective. This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be
any sale of these securities in any jurisdiction in which an offer,
solicitation or sale would be unlawful prior to registration or
qualifications under the securities laws of any such jurisdiction.
A copy of the shelf registration statement, including the related
prospectus, may be obtained from Curtis Sikorsky, Chief Financial
Officer, at Cardiome's address at 6190 Agronomy Road, 6th Floor,
Vancouver, British Columbia, Canada, V6T 1Z3. About Cardiome Pharma
Corp. Cardiome Pharma Corp. is a product-focused drug development
company dedicated to the advancement and commercialization of novel
treatments for disorders of the heart and circulatory system.
Cardiome is traded on the NASDAQ National Market (CRME) and the
Toronto Stock Exchange (COM). Forward-Looking Statement Disclaimer
Certain statements in this press release contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 or forward-looking information under applicable
Canadian securities legislation that may not be based on historical
fact, including without limitation statements containing the words
"believe", "may", "plan", "will", "estimate", "continue",
"anticipate", "intend", "expect" and similar expressions. Such
forward-looking statements or information involve known and unknown
risks, uncertainties and other factors that may cause our actual
results, events or developments, or industry results, to be
materially different from any future results, events or
developments expressed or implied by such forward-looking
statements or information. Such factors include, among others, our
stage of development, lack of product revenues, additional capital
requirements, risk associated with the completion of clinical
trials and obtaining regulatory approval to market our products,
the ability to protect our intellectual property, dependence on
collaborative partners and the prospects for negotiating additional
corporate collaborations or licensing arrangements and their
timing. Specifically, certain risks and uncertainties that could
cause such actual events or results expressed or implied by such
forward-looking statements and information to differ materially
from any future events or results expressed or implied by such
statements and information include, but are not limited to, the
risks and uncertainties that: we may not be able to successfully
develop and obtain regulatory approval for vernakalant (iv) or
vernakalant (oral) in the treatment of atrial fibrillation or any
other current or future products in our targeted indications; our
future operating results are uncertain and likely to fluctuate; we
may not be able to raise additional capital; we may not be
successful in establishing additional corporate collaborations or
licensing arrangements; we may not be able to establish marketing
and sales capabilities and the costs of launching our products may
be greater than anticipated; we rely on third parties for the
continued supply and manufacture of vernakalant (iv) and
vernakalant (oral) and we have no experience in commercial
manufacturing; we may face unknown risks related to intellectual
property matters; we face increased competition from pharmaceutical
and biotechnology companies; and other factors as described in
detail in our filings with the Securities and Exchange Commission
available at http://www.sec.gov/ and the Canadian securities
regulatory authorities at http://www.sedar.com/. Given these risks
and uncertainties, you are cautioned not to place undue reliance on
such forward-looking statements and information, which are
qualified in their entirety by this cautionary statement. All
forward-looking statements and information made herein are based on
our current expectations and we undertake no obligation to revise
or update such forward-looking statements and information to
reflect subsequent events or circumstances, except as required by
law. DATASOURCE: Cardiome Pharma Corp. CONTACT: Peter K. Hofman,
Senior Director, Investor Relations, (604) 676-6993 or Toll Free:
1-800-330-9928, Email:
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