UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2007

 

COLEY PHARMACEUTICAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   000-51472   06-1506689

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(IRS employer

identification no.)

93 Worcester Street, Suite 101

Wellesley, MA 02481

(781) 431-9000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(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 (see General Instruction A.2 to Form 8-K):

 

¨ 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 1.01. Entry into a Material Definitive Agreement.

Attached hereto as Exhibit 2.1 and incorporated herein by reference is the Agreement and Plan of Merger, dated as of November 15, 2007, entered into by and among Coley Pharmaceutical Group, Inc., Pfizer Inc. and Corvette Acquisition Corp., an indirectly wholly-owned subsidiary of Pfizer Inc., which corrects and replaces the Agreement and Plan of Merger filed as Exhibit 2.1 to the Current Report on Form 8-K dated November 16, 2007.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

  2.1 Agreement and Plan of Merger, dated November 15, 2007, by and among Pfizer Inc., Corvette Acquisition Corp., and Coley Pharmaceutical Group, Inc.

 

2

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.

 

    COLEY PHARMACEUTICAL GROUP, INC.
    (Registrant)
    By:  

/s/ Charles H. Abdalian, Jr.

Date: November 20, 2007     Name:   Charles H. Abdalian, Jr.
    Title:   Chief Financial Officer

 

3

Coley Pharmaceutical Grp. (MM) (NASDAQ:COLY)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Coley Pharmaceutical Grp. (MM) Charts.
Coley Pharmaceutical Grp. (MM) (NASDAQ:COLY)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Coley Pharmaceutical Grp. (MM) Charts.