- Current report filing (8-K)
30 May 2009 - 7:26AM
Edgar (US Regulatory)
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): May 29, 2009
CuraGen Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-23223
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06-1331400
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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322 East Main Street
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Branford, Connecticut
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06405
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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:
203) 481-1104
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):
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 29, 2009, CuraGen Corporation (CuraGen) Celldex used an Investor Presentation document in connection with the Agreement and Plan of Merger dated as of May 28, 2009 by and among Celldex
Therapeutics, Inc. (Celldex), CuraGen, and Cottrell Merger Sub, Inc. (Merger Sub), pursuant to which Merger Sub will merge with and into CuraGen (the Merger), with CuraGen being the surviving corporation of the
Merger and becoming a wholly-owned subsidiary of Celldex. The Investor Presentation is attached hereto as Exhibit 99.1.
IMPORTANT ADDITIONAL
INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed Merger, Celldex will file with the Securities and Exchange Commission
(
SEC
) a Registration Statement on Form S-4 that will include a joint proxy statement of Celldex and CuraGen that also constitutes a prospectus of Celldex. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE SELLER AND THE MERGER. The joint proxy statement/prospectus and other relevant materials (when they become available) and any other documents filed by
Celldex or CuraGen with the SEC may be obtained free of charge at the SECs website at http://www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC (i) by contacting Celldexs Investor
Relations at (781) 433-0771 or by accessing Celldexs investor relations website at www.celldextherapeutics.com; or (ii) by contacting CuraGens Investor Relations at (203) 871-4400 or by accessing CuraGens investor
relations website at www.curagen.com. Investors and security holders are urged to read the joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to
the transaction.
The directors and executive officers of Celldex and CuraGen may be deemed to be participants in the solicitation of proxies from the
holders of Celldex and CuraGen common stock in respect of the proposed Merger. Information about the directors and executive officers of Celldex and CuraGen are set forth in Celldexs and CuraGens most recent Form 10-K and Form
10-K/A, which were filed with the SEC on March 5, 2009 and April 30, 2009, respectively. Investors may obtain additional information regarding the interest of Celldex and its directors and executive officers, and CuraGen and its directors
and executive officers in the proposed Merger, by reading the joint proxy statement/prospectus regarding the Merger when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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Exhibit 99.1
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Celldex Therapeutics, Inc. Investor Presentation, May 29, 2009.
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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.
CURAGEN CORPORATION
By:
/s/ Sean A
Cassidy
Name: Sean A. Cassidy
Title: Vice President and Chief Financial Officer
Dated: May 29, 2009
EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit 99.1
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Celldex Therapeutics, Inc. Investor Presentation, May 29, 2009. (1)
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(1)
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Incorporated by reference to the Current Report on Form 8-K filed by Celldex Therapeutics, Inc. on May 29, 2009.
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