- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
November 24 2009 - 4:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6 to
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
LIFE SCIENCES RESEARCH, INC.
(Name of the Issuer)
LIFE SCIENCES RESEARCH, INC.
LION HOLDINGS, INC.
LION MERGER CORP.
LAB HOLDINGS LLC
ANDREW H. BAKER
FOCUSED HEALTHCARE PARTNERS, L.L.C.
(Names of Persons Filing Statement)
VOTING COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
532169109
(CUSIP Number of Class of Securities)
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Mark L. Bibi
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Andrew H. Baker
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Secretary and General Counsel
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401 Hackensack Avenue,
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Life Sciences Research, Inc.
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Hackensack, NJ 07601
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PO Box 2360, Mettlers Road,
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(732) 649-9961
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East Millstone NJ 08875-2360
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(732) 649-9961
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(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a.
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The filing of solicitation materials or an information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3 under the Securities Exchange Act of 1934.
b.
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The filing of a registration statement under the Securities Act of 1933.
c.
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A tender offer.
d.
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None of the above.
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting the results of the
transaction:
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Calculation of Filing Fee
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Transaction Valuation *
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Amount of Filing Fee **
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$103,281,626.70
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$5,763.12
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*
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The transaction valuation was determined based upon the sum of: (a) $8.50 per each of
11,022,979 shares of the voting common stock of Life Sciences Research, Inc. (excluding shares
owned by Lion Holdings Inc., Lion Merger Corp. or any direct or indirect wholly owned
subsidiary of Lion Holdings, Inc., which includes 2,326,116 shares to be directly or
indirectly contributed to Lion Holdings, Inc. by Andrew H. Baker and Focused Healthcare
Partners, L.L.C., an entity controlled by Mr. Baker); (b) $8.50 minus the weighted average
exercise price of $2.12 per each of 797,540 shares of the voting common stock issuable
pursuant to outstanding in the money stock options (excluding in the money options to be
contributed by Mr. Baker to Lion Holdings, Inc.); and (c) $8.50 minus the weighted average
exercise price of $1.58 per each of 650,000 shares of the voting common stock issuable
pursuant to outstanding in the money warrants.
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**
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In accordance with Securities and Exchange Commission Fee Rate Advisory #5 for Fiscal Year
2009, the filing fee was determined by multiplying the transaction value of $103,281,626.70 by
0.00005580.
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þ
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Check the box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Amount Previously Paid:
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$
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5,763.12
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Filing Party:
Life Sciences Research, Inc.
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Form or Registration No.
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Schedule 14A
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Date Filed:
August 11, 2009
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INTRODUCTION
This final Amendment No. 6 to Rule 13e-3 Transaction Statement on Schedule 13E-3, together
with the exhibits hereto (this Amendment), is being filed with the Securities and Exchange
Commission (the SEC) by (1) Life Sciences Research, Inc., the issuer of the shares of voting
common stock which are subject to the Rule 13e-3 transaction (the Company), (2) Lion Holdings,
Inc., a newly formed Delaware corporation (Parent), (3) Lion Merger Corp., a newly formed
Maryland corporation and a direct wholly owned subsidiary of Parent (Merger Sub), (4) LAB
Holdings LLC, a newly formed Delaware limited liability company, (5) Andrew H. Baker, the Chairman
and Chief Executive Officer of the Company and (6) Focused Healthcare Partners, L.L.C., a New
Jersey limited liability company (the persons and entities described in (1) (6) above,
collectively, the Filing Persons). This Amendment amends and supplements the Transaction
Statement, together with the exhibits thereto, originally filed jointly by the Filing Persons with
the SEC on August 11, 2009 and as amended to date (the Transaction Statement).
This final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the
transaction that is subject to the Transaction Statement.
Item 15. Additional Information.
Item 15(a) is hereby amended and supplemented by the addition of the following information:
On November 23, 2009, at a special meeting of the Companys stockholders, the Companys
stockholders voted to approve the merger (the Merger) of Merger Sub with and into the Company
pursuant to the Merger Agreement.
The Merger became effective on November 24, 2009 upon the acceptance for record by the State
Department of Assessments and Taxation of Maryland of the Articles of Merger (the Effective
Time). At the effective time of the Merger, the separate corporate existence of Merger Sub
ceased, and the Company continued as the surviving corporation of the Merger and became a wholly
owned subsidiary of Parent. At the Effective Time, (a) each share of the voting common stock,
$0.01 par value per share, of the Company (the Common Stock) (other than shares owned by Parent,
Merger Sub or any other direct or indirect wholly owned subsidiary of Parent and the Company, and
in each case not held on behalf of third parties) was converted into the right to receive $8.50 per
share in cash, without interest, less any applicable withholding taxes, (b) each option to purchase
shares of Common Stock outstanding under the Companys 2001 Equity Incentive Plan and 2004 Long
Term Incentive Plan (the Stock Plans) became fully exercisable and vested, was cancelled and was
converted into the right to receive a cash amount (without interest and net of any applicable
withholding taxes) equal to (i) the excess, if any, of $8.50 over the per share exercise price of
the option, multiplied by (ii) the total number of shares subject to the option immediately prior
to the Effective Time, (c) each outstanding share of restricted stock granted under the Stock Plans
became fully vested, was cancelled and was converted into the right to receive $8.50 in cash,
without interest, less any applicable withholding taxes, and (d) each outstanding warrant to
purchase shares of Common Stock was cancelled and converted into the right to receive a cash amount
(without interest and net of any applicable withholding taxes) equal to (i) the excess, if any, of
$8.50 over the per share exercise price under such warrant, multiplied by (ii) the total number of
shares subject to such warrant immediately prior to the Effective Time.
As
a result of the Merger, the Common Stock will cease to trade on NYSE Arca effective as of the
close of business on November 24, 2009, and became eligible for delisting from such market and
termination of registration under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Accordingly, the Company will file a Certification and Notice of Termination of
Registration on Form 15 with the SEC in order to deregister its Common Stock under the Exchange
Act.
Item 16. Exhibits.
Item 16 is amended and supplemented by the addition of the following exhibits thereto:
(a)(7) Press release issued by the Company dated November 23, 2009, incorporated herein by
reference to the Current Report on Form 8-K filed by the Company on November 23, 2009.
(a)(8) Press release issued by the Company dated November 24, 2009.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated: November 24, 2009
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LIFE SCIENCES RESEARCH, INC.
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By:
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/s/ Mark L. Bibi
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Name:
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Mark L. Bibi
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Title:
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Secretary and General Counsel
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LION HOLDINGS, INC.
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By:
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/s/ Andrew H. Baker
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Name:
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Andrew H. Baker
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Title:
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Chief Executive Officer
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LION MERGER CORP.
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By:
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/s/ Andrew H. Baker
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Name:
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Andrew H. Baker
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Title:
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Chief Executive Officer
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LAB HOLDINGS LLC
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By:
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/s/ Andrew H. Baker
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Name:
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Andrew H. Baker
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Title:
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Chief Executive Officer
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/s/ Andrew H. Baker
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Andrew H. Baker
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FOCUSED HEALTHCARE PARTNERS, L.L.C.
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By:
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/s/ Andrew H. Baker
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Name:
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Andrew H. Baker
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Title:
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(7)
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Press release issued by Life Sciences Research, Inc. dated November 23,
2009, incorporated herein by reference to the Current Report on Form 8-K
filed by Life Sciences Research, Inc. on November 23, 2009.
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(a)(8)
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Press release issued by Life Sciences Research, Inc. dated November 24, 2009.
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