Point Therapeutics Inc-Filing of certain prospectuses & communications for business combination transactions (425)
28 December 2007 - 7:43AM
Edgar (US Regulatory)
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): December 27, 2007
POINT THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE (0-19410)
(State or Other Jurisdiction (Commission File Number)
of Incorporation)
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70 WALNUT STREET, WELLESLEY HILLS, MA 02481
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (781) 239-7502
N/A
(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:
[X] 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 8.01 Other Events.
Point Therapeutics, Inc. ("Point") today announced that the
Securities and Exchange Commission has declared effective its
Form S-4 Registration Statement, which contains a joint proxy
statement/prospectus relating to the proposed merger with DARA
BioSciences, Inc. ("DARA"). Each company will promptly commence
mailing of the joint proxy statement/prospectus to its respective
stockholders.
Point will hold a meeting of its stockholders on January 29, 2008
at 10:00 a.m., Eastern Time, at the law office of Ropes & Gray
LLP, One International Place, 36th Floor, Boston, MA 02110, and
DARA will hold a meeting of its stockholders on January 28, 2008
at 10:00 a.m., Eastern Time, at 4505 Falls of Neuse Road,
Raleigh, NC 27609, to consider matters relating to the proposed
combination of the two companies.
A copy of the press release is attached as Exhibit 99.1 to this
report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 - Press release issued by Point dated December 27, 2007.
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.
POINT THERAPEUTICS, INC.
December 27, 2007 By: /s/ Richard N. Small
--------------------------------
Name: Richard N. Small
Title: Treasurer
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EXHIBIT INDEX
The following exhibit is filed herewith:
Exhibit Description
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99.1 Press release issued on December 27, 2007.
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