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ALERE INC. Form 8-K: Current report, 2017

ALERE INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2017-10-03: Form 8-K; Period of report 2017-10-03; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; Details 1.02.
  • 2017-09-19: Form 8-K; Period of report 2017-09-15; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2017-08-03: Form 8-K; Period of report 2017-08-03; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2017-07-21: Form 8-K; Period of report 2017-07-21; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2017-10-038-K2017-10-031.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant1.02 In connection with the consummation of the Merger, on the Closing Date, Alere repaid in full all outstanding amounts under its Credit Agreement, dated as of June 18, 2015, among Alere, certain subsidiaries of Alere, the several lenders from time to time party thereto, Goldman Sachs Bank USA, as B term loan administrative agent, and Healthcare Financial Solutions, LLC, as pro rata administrative agent (as amended or otherwise modified from time to time, the “Credit Agreement”), and terminated the Credit Agreement and all commitments by the lenders to extend further credit thereunder.
2.01 On the Closing Date, Abbott completed its acquisition of Alere pursuant to the Merger Agreement.
3.01 In connection with the consummation of the Merger, on the Closing Date, Alere requested that the New York Stock Exchange (the “NYSE”) suspend trading of the Shares and of Alere’s Series B Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Preferred Stock”), prior to market open on October 3, 2017, remove the Shares and the Preferred Stock from listing on the NYSE, and file a Form 25 with the SEC to report the delisting and deregistration of the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
3.03 The disclosure set forth in Items 2.01 and 3.01 is incorporated herein by reference.
5.01 As a result of the consummation of the Merger, a change of control of the registrant occurred, and Alere became a subsidiary of Abbott.
a17-21092_48k.htm
2017-09-198-K2017-09-151.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.eh1700969_8k.htm
2017-08-038-K2017-08-032.02 Results of Operations and Financial Condition2.02 On August 3, 2017, Alere Inc. (the “Company” or “Alere”) issued a press release announcing the financial results for the fiscal quarter ended June 30, 2017.d435012d8k.htm
2017-07-218-K2017-07-218.01 Other Events8.01 On July 21, 2017, Alere Inc. (the “Company”) entered into a Purchase Agreement (the “Epocal Purchase Agreement”) with Siemens Diagnostics Holding II B.V., a private limited liability company organized under the laws of the Netherlands (“Purchaser” or “Siemens”), and, for the limited purposes set forth therein, Abbott Laboratories, an Illinois corporation (“Abbott”), pursuant to which the Company agreed to sell, and Purchaser agreed to acquire, the Company’s subsidiary, Epocal Inc., including the epoc® Blood Analysis System (the “Epocal Business”).eh1700801_8k.htm
2017-07-178-K2017-07-151.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.eh1700795_8k.htm
2017-07-108-K2017-07-075.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 On July 7, 2017, Alere Inc. (the “Company”) held a special meeting of holders of shares of the Company’s common stock (the “Special Meeting”).
8.01 On July 7, 2017, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting.
d423000d8k.htm
2017-06-148-K2017-06-142.02 Results of Operations and Financial Condition2.02 On June 14, 2017, Alere Inc. (the “Company” or “Alere”) issued a press release announcing the financial results for the fiscal quarter ended March 31, 2017.d408385d8k.htm
2017-06-058-K2017-06-052.02 Results of Operations and Financial Condition2.02 On June 5, 2017, Alere Inc. (the “Company” or “Alere”) issued a press release announcing the financial results for both the fiscal quarter and fiscal year ended December 31, 2016.d514098d8k.htm
2017-05-308-K2017-05-301.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.form8-k.htm
2017-05-228-K2017-05-222.02 Results of Operations and Financial Condition2.02 On May 22, 2017, Alere Inc. (the “Company” or “Alere”) issued a press release announcing certain preliminary unaudited financial results for the fiscal year ended December 31, 2016 and certain preliminary and unaudited financial information for the quarter ended March 31, 2017.eh1700665_8k.htm
2017-05-018-K2017-04-258.01 Other Events8.01 Arriva Medical is Alere Inc.’s durable medical equipment, or DME, supply business that furnishes diabetic testing supplies via mail order, including blood glucose monitors, test strips, lancets, lancing devices, and control solutions, as well as other related medical supplies in the United States.eh1700572_8k.htm
2017-04-248-K2017-04-241.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.form8-k.htm
2017-04-178-K2017-04-124.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 (a) On April 12, 2017 the Audit Committee of the Board of Directors of Alere Inc. (the “Company”), after considering the recommendations of management, concluded that the Company’s financial statements and other financial data as of December 31, 2015 and 2014 and for each of the years ended December 31, 2015, 2014 and 2013, and for each quarterly and year-to-date periods in 2015 and the first three quarterly and year-to-date periods in 2016 (collectively, the “Non-Reliance Periods”) should not be relied upon because of misstatements described below.eh1700518_8k.htm
2017-04-148-K2017-04-131.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 Concurrently with the execution of the Amendment, the Company and Abbott entered into a Settlement Agreement (the “Settlement Agreement”).
eh1700517_8k.htm
2017-03-218-K2017-03-173.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events3.01 On March 17, 2017, Alere Inc. (the “Company” or “Alere”) received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”).
8.01 Attached as Exhibit 99.1 hereto, and incorporated herein by reference, is a copy of the Company’s press release dated March 21, 2017, announcing the receipt of the NYSE notice.
d364283d8k.htm
2017-03-158-K2017-03-158.01 Other Events8.01 On March 1, 2017, Alere Inc., a Delaware corporation (“Alere” or the “Company”), filed a Form 12b-25 (the “Form 12b-25”) disclosing that the Company would be unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”) within the prescribed time period without unreasonable effort or expense.d349914d8k.htm