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 30, 2005
DRAGON PHARMACEUTICAL INC.
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(Exact name of registrant as specified in its charter)
Florida 0-27937 65-0142474
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1055 Hastings Street, Suite 1900
Vancouver, British Columbia V6E 2E9
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(Address of Principal Executive Offices) (Zip Code)
(604) 669-8817
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(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))
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
The Company today announced that it proposes to offer on a best efforts
basis up to $25 million of its securities in a private placement to accredited
investors. The type of securities, price and completion of the proposed private
placement will depend on, among other things, market conditions. It is
anticipated that the proceeds from the private placement will be used to serve
as the working capital to ramp up the production of the newly operated Chemical
division, to improve the Company's financial structure and to fund the Company's
EPO market development in Europe, as well as the relocation of the Biotech
facility within China. The securities proposed to be offered in the private
placement will not be registered under the Securities Act or any state
securities laws, and unless they are so registered, may not be offered or sold
in the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.
This Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful.
Cautionary Statement: The Company's statements in this Form 8-K that are
not historical facts, and that relate to future plans or events, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include the
Company's intention to raise proceeds through the proposed offering and sale of
its securities. There can be no assurance that the Company will complete the
proposed offering on the anticipated terms or at all. The Company's ability to
complete the proposed offering will depend on, among other things, market
conditions. The Company does not undertake the obligation to publicly revise
these forward looking statements to reflect subsequent events or circumstances.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit No. Exhibit Description
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99 Press release dated March 30, 2005 titled Dragon
Pharmaceutical Announces Proposed Private Offering
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SIGNATURES
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.
Date: March 30, 2005 DRAGON PHARMACEUTICAL INC.
/s/ Maggie Deng
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Maggie Deng
Chief Operating Officer
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EXHIBIT INDEX
Exhibit No. Description
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99 Press release dated March 30, 2005 titled Dragon
Pharmaceutical Announces Proposed Private Offering
4