- Filing of certain prospectuses and communications in connection with business combination transactions (425)
01 October 2010 - 6:24AM
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):
September 29, 2010
Trubion Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other
Jurisdiction
of Incorporation)
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001-33054
(Commission File No.)
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52-2385898
(IRS Employer
Identification No.)
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2401 Fourth Avenue, Suite 1050, Seattle, WA 98121
(Address of Principal Executive Offices, including Zip Code)
(206) 838-0500
(Registrants Telephone Number, Including Area Code)
None
(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:
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þ
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
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Item 8.01.
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Other Events
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On September 29, 2010, Trubion Pharmaceuticals, Inc. (Trubion), Emergent BioSolutions Inc.
(Emergent), and 35406 LLC, a direct wholly-owned subsidiary of Emergent, 30333 Inc., an indirect
wholly-owned subsidiary of Emergent entered into an Amendment No. 1 (the Amendment) to the
Agreement and Plan of Merger entered into by the parties on August 12, 2010, pursuant to which
Emergent will acquire Trubion (the Merger). Pursuant to the Amendment, Trubion agreed to
terminate, effective no later than the effective date of the Merger, its 401(k) plan, as well as
any other defined contribution qualified retirement plan maintained by it or an affiliate. Except
as so amended, the Merger Agreement remains in full force and effect. This summary is qualified by
the full text of the Amendment, which is filed as Exhibit 99.1 hereto and is hereby incorporated by
reference.
Additional Information and Where to Find It
This communication is being made in connection with the Merger among Emergent, Trubion and certain
of Emergents direct and indirect wholly-owned subsidiaries. Emergent has filed with the SEC a
registration statement on Form S-4, which contains a prospectus relating to the securities Emergent
intends to issue in the proposed Merger. Trubion has filed a definitive proxy statement in
connection with the proposed Merger and mailed the definitive proxy statement and other relevant
documents to Trubions stockholders. Stockholders of Emergent and Trubion and other interested
persons are advised to read the registration statement and definitive proxy statement, and
amendments thereto because these documents contain important information about Trubion, Emergent
and the proposed Merger. The definitive proxy statement was mailed on or about September 27, 2010
to Trubion stockholders of record on September 21, 2010. Stockholders may obtain a copy of the
documents filed with the SEC, without charge, at the SECs website at http://www.sec.gov or by
directing a request to: Emergent BioSolutions Inc., Attn: Investor Relations, 2273 Research
Boulevard, Suite 400, Rockville, Maryland 20850, or Trubion Pharmaceuticals, Inc., Attention:
Investor Relations, 2401 4th Avenue, Suite 1050, Seattle, Washington, 98121.
Participants in Solicitation
Emergent, Trubion and their respective directors and officers may be deemed participants in the
solicitation of proxies from Trubions stockholders. Information regarding Emergents directors and
officers is available in Emergents proxy statement for its 2010 annual meeting of stockholders and
its 2009 annual report on Form 10-K, which were filed with the SEC and are available at the SECs
website at http://www.sec.gov. Information regarding Trubions directors and officers is available
in Trubions proxy statement for its 2010 annual meeting of stockholders and its 2009 annual report
on Form 10-K, which were filed with the SEC and are available at the SECs website at
http://www.sec.gov. Information regarding Trubions directors and officers is also contained in
Trubions definitive proxy statement in connection with the Merger which is available at the SECs
website. Emergents and Trubions stockholders may obtain additional information about the
interests of Trubions directors and officers in the Merger by reading Trubions definitive proxy
statement.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
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99.1
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Amendment No. 1 to Agreement and Plan of Merger dated September 29, 2010
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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.
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TRUBION PHARMACEUTICALS, INC.
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Date: September 30, 2010
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By:
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/s/ John A. Bencich
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Name:
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John A. Bencich
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Title:
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Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Amendment No. 1 to Agreement and Plan of Merger dated September 29, 2010
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