Current Report Filing (8-k)
30 September 2017 - 6:09AM
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): September 29, 2017 (September 26, 2017)
CATALENT, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36587
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20-8737688
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(State or other jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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14 Schoolhouse Road
Somerset, New Jersey
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08873
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(Address of registrants principal executive office)
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(Zip code)
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(732) 537-6200
(Registrants telephone number, including area code)
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)
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 26, 2016, Catalent, Inc. (the Company) entered into an Underwriting Agreement (the Underwriting Agreement) by and
among the Company and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the Underwriters), relating to an
underwritten offering (the Offering) of 7,354,250 shares (the Shares) of the Companys common stock, par value $0.01 per share, which includes the exercise in full by the Underwriters of their option to purchase up to
959,250 additional shares of Common Stock, pursuant to the Companys Registration Statement on Form S-3 (File No. 333-211872), filed on June 6, 2016, as supplemented by the prospectus supplement dated September 26, 2017. Pursuant
to the Underwriting Agreement, the Underwriters purchased the Shares at a price of $37.87 per share in a transaction that was completed on September 29, 2017.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and
attached to this report as Exhibit 1.1.
A copy of the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP relating to the validity of the
issuance and sale of shares of the Companys common stock pursuant to the underwriting agreement is also filed herewith as Exhibit 5.1. The underwriting agreement and the opinion filed herewith are incorporated by reference into the above
referenced registration statement on Form S-3.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated September 26, 2017, between the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule I
thereto.
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5.1
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Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP relating to the Common Stock.
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EXHIBIT LIST
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated September 26, 2017, between the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named
in Schedule I thereto.
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5.1
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Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP relating to the Common Stock.
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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.
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Catalent, Inc.
(Registrant)
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By:
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/s/ STEVEN L. FASMAN
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Steven L. Fasman
Senior Vice President, General Counsel and Secretary
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Date: September 29, 2017
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