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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): June 20, 2005

Alnylam Pharmaceuticals, Inc.

 
(Exact Name of Registrant as Specified in Charter)
         
Delaware   000-50743   77-0602661
 
(State or Other Juris-
diction of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
300 Third Street, Cambridge, MA   02142
 
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 551-8200

Not applicable

 
(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):

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))
 
 

 


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Item 1.01. Entry into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Ex-10.1 Amendment No. 02 to Loan and Security Agreement


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Item 1.01. Entry into a Material Definitive Agreement.

     On June 20, 2005, Alnylam Pharmaceuticals, Inc. (“Alnylam”) entered into an agreement (the “Amendment”) with Lighthouse Capital Partners V, L.P. (“Lighthouse”) amending certain provisions of that certain Loan and Security Agreement dated as of March 26, 2004, as amended (the “Loan Agreement”).

     Under the original terms of the Loan Agreement, Alnylam had the ability to draw down amounts under its line of credit with Lighthouse through June 30, 2005, upon adherence to certain conditions. Under the terms of the Loan Agreement, as amended by the Amendment, Alnylam has the ability to draw down amounts under its line of credit with Lighthouse through January 1, 2006, upon adherence to certain conditions.

     In consideration of the agreements of Lighthouse contained in the Amendment, Alnylam has agreed to pay to Lighthouse a fee equal to (1) three-quarters of one percent (0.75%) multiplied by (2) the dollar amount of the Commitment (as defined in the Loan Agreement) remaining as of October 1, 2005, as described in the Amendment.

Item 9.01. Financial Statements and Exhibits.

  (c)   Exhibits

      See Exhibit Index attached hereto.

 


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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.

         
  ALNYLAM PHARMACEUTICALS, INC.
 
 
Date: June 24, 2005  By:   /s/ John M. Maraganore, Ph.D.    
    John M. Maraganore, Ph.D.   
    President and Chief Executive Officer   
 

 


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EXHIBIT INDEX

     
Exhibit No.   Description

 
 
10.1  
Amendment No. 02 dated June 20, 2005 to Loan and Security Agreement dated as of March 26, 2004, as amended, by and between Alnylam and Lighthouse Capital Partners V, L.P.

 

Amendment No. 02 to Loan and Security Agreement
 

Exhibit 10.1

AMENDMENT NO. 02

Dated June 20, 2005

TO

that certain Loan and Security Agreement No. 3861 dated as of March 26, 2004, as amended (“Agreement”)
by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”)
and ALNYLAM PHARMACEUTICALS, INC., (“Borrower”).

    (All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Agreement.)
 
    Without limiting or amending any other provisions of the Agreement, Lender and Borrower agree to the following:

a.   Section 1.1 of the Agreement, the following definitions shall be deleted in its entirety and replaced with the following:

     “Commitment Termination Date” means January 1, 2006.

     “Loan Commencement Date” means (i) July 1, 2005 for Loans made on or prior to July 1, 2005 or (ii) for Loans made subsequent to July 1, 2005, the first business day of the calendar month following the Funding Date.

     “Maturity Date” means, with respect to each Loan, the last day of the Repayment Period for such Loan or, if earlier, the date of prepayment under Section 2.5.

b.   Section 1.1 of the Agreement, the definition Commitment Extension Fee shall be added in its entirety:

     "Commitment Extension Fee” means an amount equal to (i) three quarters of one percent (0.75%) times (ii) the dollar amount of the Commitment remaining as of October 1, 2005. The Commitment Extension Fee shall be due and payable on October 1, 2005, subject to the provisions of Section 2.6. By way of example, if the remaining Commitment as of October 1, 2005, is $1,000,000, then the Commitment Extension Fee shall be $7,500.

c.   Section 11 – The addresses for notices to the Borrower shall be deleted and replaced with the following:
     
If to Borrower:
  Alnylam Pharmaceuticals, Inc.
 
  300 Third Street
 
  Cambridge, MA 02142
 
  Attention: Vice President – Finance
 
  FAX: (617) 551-8101

   
With a copy to:
  Faber Daeufer & Rosenberg PC
 
  1050 Winter Street, Suite 1000
 
  Waltham, MA 02451
 
  Attention: Joseph L. Faber
 
  FAX: (781) 795-4747

Except as amended hereby, the Agreement remains unmodified and unchanged.

     
BORROWER:   LENDER:
ALNYLAM PHARMACEUTICALS, INC.   LIGHTHOUSE CAPITAL PARTNERS V, L.P.
By: /s/ Patricia L. Allen
  By: LIGHTHOUSE MANAGEMENT
PARTNERS V, L.L.C
., its general partner
     
Name: Patricia L. Allen
  By: /s/ Thomas Conneely
Title:VP, Finance
  Name: Thomas Conneely
    Title: Vice President