- Current report filing (8-K)
29 June 2010 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28,
2010
BIOSPHERE
MEDICAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
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000-23678
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04-3216867
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1050 Hingham Street
Rockland, Massachusetts
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02370
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(781) 681-7900
(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)
x
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 May 13, 2010, BioSphere Medical, Inc.
(the Company) entered into a definitive Agreement and Plan of Merger (the Merger
Agreement) with Merit Medical Systems, Inc. (Merit) and Merit
BioAcquisition Co. (BioAcquisition), a wholly-owned subsidiary of Merit.
Pursuant to the terms of the Merger Agreement, and subject to the conditions
thereof, BioAcquisition will merge with and into the Company, and the Company
will become a wholly-owned subsidiary of Merit (the Merger).
On June 28, 2010, the Company sent a notice to
holders of Company options and restricted stock regarding treatment of their
options and restricted stock, as applicable, in connection with the Merger.
A copy of the notice is attached hereto as
Exhibit 99.1,
and is
incorporated herein by reference.
ADDITIONAL
INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT.
In
connection with the proposed merger, the Company filed a preliminary proxy
statement with the SEC on June 10, 2010. When completed, a definitive
proxy statement and form of proxy will be filed with the SEC and mailed to the
Companys stockholders. BEFORE MAKING ANY VOTING DECISION, THE COMPANYS
STOCKHOLDERS ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, AND, WHEN
AVAILABLE, THE DEFINITIVE PROXY STATEMENT, CAREFULLY BECAUSE THESE PROXY
STATEMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MERIT, THE MERGER
AND RELATED MATTERS.
Investors and security holders may obtain a free copy of the preliminary
proxy statement, the definitive proxy statement (when available) and other
documents filed by the Company and Merit with the SEC through the web
site maintained by the SEC at www.sec.gov.
Investors and security
holders may also obtain a free copy of
the preliminary proxy statement, definitive proxy statement (when available)
and such other documents by calling Investor Relations at (781) 681-7900, by
requesting them in writing from Investor Relations at BioSphere Medical, Inc.,
1050 Hingham Street, Rockland, Massachusetts 02370, or by visiting the Investor
Relations page of the Companys website at http://www.biospheremed.com.
The Company and Merit, and their respective
directors and executive officers, may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated by the
Merger Agreement. Information concerning the interests of the Companys
directors and executive officers in the Merger, which may be different than
those of the Companys stockholders generally, is included in the preliminary
proxy statement and will be contained in the definitive proxy statement when it
becomes available. Additional information regarding the Companys directors and
executive officers is contained in the Companys Annual Report on
Form 10-K for the year ended December 31, 2009 and its proxy
statement dated April 16, 2010, which are filed with the SEC. As of
June 1, 2010, the Companys directors and executive officers beneficially
owned approximately 2,542,005 shares, or 12.41%, of the Companys common
stock. Additional information regarding Merits directors and
executive officers is contained in Merits Annual Report on Form 10-K for
the year ended December 31, 2009 and its proxy statement dated
April 14, 2010, which are filed with the SEC.
Item 9.01. Financial
Statements and Exhibits.
(d) See the Exhibit Index attached
to this Current Report on Form 8-K, which is incorporated herein by
reference.
2
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.
Date:
June 28, 2010
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BIOSPHERE
MEDICAL, INC.
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By:
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/s/
Richard J. Faleschini
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Richard
J. Faleschini
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President
and Chief Executive Officer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Notice
sent by BioSphere Medical, Inc. to holders of BioSphere
Medical, Inc. options and restricted stock on June 28, 2010
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