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) July 1, 2014
FURIEX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
001-34641 |
|
27-1197863 |
(State or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer ID Number) |
3900 Paramount Parkway,
Suite 150, Morrisville, North Carolina 27560
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (919) 456-7800
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:
¨ |
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)) |
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
A special meeting of stockholders
(the Special Meeting) of Furiex Pharmaceuticals, Inc. (the Company), was held on July 1, 2014. A total of 8,733,295 shares of Company common stock, out of a total of 10,816,005 shares of common stock issued and
outstanding and entitled to vote as of May 29, 2014 (the record date for the Special Meeting), were present in person or represented by proxy at the Special Meeting. A summary of the voting results for the following proposals, each of which is
described in detail in the Companys proxy statement dated June 4, 2014, first mailed to the Companys stockholders on June 9, 2014, and supplemented on June 23, 2014, is set forth below:
Proposal 1
The Companys
stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of April 27, 2014, as it may be amended from time to time (the Merger Agreement), among the Company, Forest Laboratories, LLC, a Delaware limited
liability company (as successor to Forest Laboratories, Inc.) (Parent), and Royal Empress, Inc., a Delaware corporation and a wholly owned subsidiary of Parent. The following are the final voting results for this proposal:
|
|
|
|
|
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
8,636,934 |
|
13,949 |
|
58,058 |
|
24,354 |
Proposal 2
The Companys stockholders approved the proposal to approve, by non-binding advisory vote, certain compensation arrangements for the
Companys named executive officers in connection with the merger contemplated by the Merger Agreement. The following are the final voting results for this proposal:
|
|
|
|
|
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
8,422,322 |
|
49,112 |
|
237,506 |
|
24,355 |
Proposal 3
Because there were sufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement, the vote on the
proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies was not called.
On July 1, 2014, the Company issued a press release announcing
(1) that the Companys stockholders voted to adopt the Merger Agreement and (2) that the Company has received notice of clearance of the proposed merger from the Ukrainian Antimonopoly Committee. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
2
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
Exhibit Number |
|
Description |
|
|
99.1 |
|
Press Release, dated July 1, 2014 |
Safe Harbor for Forward-Looking Statements
This Form 8-K, in particular statements regarding the proposed transaction between an affiliate of Forest Laboratories, LLC (as successor to
Forest Laboratories, Inc.) and the Company, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other
statements about Forest Laboratories, LLC or Company managements future expectations, beliefs, goals, plans or prospects, includes forward-looking statements that are based on certain beliefs and assumptions and reflect the current
expectations of the Company, Forest Laboratories, LLC, and their respective management. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as believes,
anticipates, expects, continues, predict, potential, contemplates, may, will, likely, could, should,
estimates, intends, plans and other similar expressions are forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.
Forward-looking statements involve known and unknown risks, assumptions and uncertainties that may cause actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements, and you should not
place undue reliance on these statements. Some of the factors that could cause actual results to differ materially from current expectations are: the ability to consummate the proposed transaction; any conditions imposed on the parties in connection
with the consummation of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement relating to the proposed transaction; the Companys ability to maintain
relationships with employees and third parties following announcement of the proposed transaction; the ability of the parties to satisfy the conditions to the closing of the proposed transaction; the risk that the proposed transaction may not be
completed in the time frame expected by the parties or at all; and the risks that are described from time to time in the Companys reports filed with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, and on general industry and economic conditions. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
3
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 thereunto duly authorized.
|
|
|
|
|
Date: July 1, 2014 |
|
|
|
FURIEX PHARMACEUTICALS, INC. |
|
|
|
|
|
|
|
/s/ Sailash Patel |
|
|
|
|
Sailash Patel |
|
|
|
|
Chief Financial Officer |
4
EXHIBIT INDEX
|
|
|
Exhibit Number |
|
Description |
|
|
99.1 |
|
Press Release, dated July 1, 2014 |
5
Exhibit 99.1
Contact
Media/Analysts/Investors:
Sailash Patel
919.456.7814
sailash.patel@furiex.com
Furiex Stockholders Approve Acquisition by Actavis; Ukrainian Antimonopoly Committee Clears Proposed Merger
MORRISVILLE, N.C. (July 1, 2014) The stockholders of Furiex Pharmaceuticals, Inc. (NASDAQ: FURX) voted today at a special meeting of stockholders
to adopt the previously announced agreement and plan of merger, dated as of April 27, 2014, providing for the merger of Furiex with an entity now controlled by Forest Laboratories, LLC, a subsidiary of Actavis plc (NYSE: ACT). Actavis completed
its acquisition of Forest Laboratories, Inc. on July 1, 2014. The votes cast by Furiexs stockholders in favor of the proposal to adopt the merger agreement represented approximately 79.85% of Furiexs issued and outstanding common stock
entitled to vote as of May 29, 2014, the record date for the special meeting.
Furiex today also announced that it has received notice of clearance
of the proposed merger from the Ukrainian Antimonopoly Committee.
The receipt of the approval of Furiexs stockholders of the proposal to adopt the
merger agreement and clearance by the Ukrainian Antimonopoly Committee satisfy two of the conditions to consummation of the proposed merger. The consummation of the merger remains subject to certain other closing conditions set forth in the merger
agreement and discussed in detail in the definitive proxy statement filed with the U.S. Securities and Exchange Commission by Furiex on June 4, 2014 and supplemented on June 23, 2014, but is expected to occur in the near future.
About Furiex
Furiex Pharmaceuticals is a drug
development collaboration company that uses innovative clinical development design to accelerate and increase value of drug development programs by advancing them through the drug discovery and development process in a cost-efficient manner. Our
drug development programs are designed and driven by a core team with extensive drug development experience. Furiex collaborates with pharmaceutical and biotechnology companies and has a diversified product portfolio and pipeline with multiple
therapeutic candidates, including one Phase III-ready asset, one compound in Phase III development, one compound which is with a partner pending regulatory approval in Japan, and four products on the market. Furiexs mission is to develop
innovative medicines faster and at a lower cost, thereby improving profitability and accelerating time to market while providing life-improving therapies for patients. For more information, visit www.furiex.com.
Safe Harbor for Forward-Looking Statements
This press release, in particular statements regarding the proposed transaction between an affiliate of Forest Laboratories, LLC (as successor to Forest
Laboratories, Inc.) and Furiex, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about
Forest Laboratories, LLC or Furiex managements future expectations, beliefs, goals, plans or prospects, includes forward-looking statements that are based on certain beliefs and assumptions and reflect the current expectations of Furiex,
Forest Laboratories, LLC, and their respective management. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as believes, anticipates,
expects, continues, predict, potential, contemplates, may, will, likely, could, should, estimates,
intends, plans and other similar expressions are forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements
involve known and unknown risks, assumptions and uncertainties that may cause actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements, and you should not place undue reliance on
these statements. Some of the factors that could cause actual results to differ materially from current expectations are: the ability to consummate the proposed transaction; any conditions imposed on the parties in connection with the consummation
of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement relating to the proposed transaction; Furiexs ability to maintain relationships with employees and
third parties following announcement of the proposed transaction; the ability of the parties to satisfy the conditions to the closing of the proposed transaction; the risk that the proposed transaction may not be completed in the time frame expected
by the parties or at all; and the risks that are described from time to time in Furiexs reports filed with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general
industry and economic conditions. Furiex disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
(MM) (NASDAQ:FURX)
Historical Stock Chart
From Jun 2024 to Jul 2024
(MM) (NASDAQ:FURX)
Historical Stock Chart
From Jul 2023 to Jul 2024