Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
November 07 2017 - 5:06AM
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): November 6, 2017
Impax Laboratories, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34263
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65-0403311
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(State of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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30831 Huntwood Avenue, Hayward, CA
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94544
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (510)
240-6000
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. below):
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230-425)
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☐
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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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☐
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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 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On November 6, 2017, Impax
Laboratories, Inc. (the
Company
) entered into a supplemental indenture (the
First Supplemental Indenture
) to the indenture (the
Indenture
), dated as of June 30, 2015, by and between the
Company and Wilmington Trust, National Association, a national banking association, as Trustee, under which the Company previously issued its 2.00% Convertible Senior Notes due 2022 (the
Notes
). The First Supplemental Indenture
was entered into to effectuate certain amendments to the Indenture in connection with the consummation of the Companys consent solicitation, as further described under Item 7.01 of this Current Report on Form
8-K.
The First Supplemental Indenture (a) amends a covenant in the Indenture relating to the Companys corporate existence, (b) allows the Company to satisfy its reporting requirements by
providing reports of any parent entity, (c) adds a provision to the Indenture requiring the Company to make and consummate a tender offer for any outstanding notes under the Indenture, and (d) expressly authorizes the Company to consummate
the transactions contemplated by the Business Combination Agreement, dated as of October 17, 2017 (the
Business Combination Agreement
), by and among the Company, Atlas Holdings, Inc., K2 Merger Sub Corporation and Amneal
Pharmaceuticals LLC ((a) through (d), the
Proposed Amendments
).
The foregoing summary is qualified in its entirety by
the full text of the First Supplemental Indenture, attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure.
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On November 6, 2017, the Company announced the results
of a consent solicitation for holders of the Notes to amend the Indenture to effectuate the Proposed Amendments. The Company initiated the consent solicitation pursuant to the requirements of the Business Combination Agreement. The Company received
the requisite number of consents to amend the Indenture and entered into the First Supplemental Indenture. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of the
Securities Exchange Act of 1934, as amended.
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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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Exhibit No.
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Description
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4.1
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Supplemental Indenture, dated November 6, 2017, by and between Impax Laboratories, Inc. and Wilmington Trust, National Association.
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99.1
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Press release, dated November 6, 2017, issued by Impax Laboratories, Inc.
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EXHIBIT INDEX
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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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IMPAX LABORATORIES, INC.
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By
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/s/ Bryan M. Reasons
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Name:
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Bryan M. Reasons
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Title:
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Senior VP, Finance and Chief Financial Officer
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Date: November 6, 2017
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