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APTALIS PHARMA INC Form 8-K: Current report

APTALIS PHARMA INC Form 8-K: Current report

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

  • 2012-05-11: Form 8-K; Period of report 2012-04-18; Description 8.01 Other Events; Details 8.01.
  • 2012-03-05: Form 8-K; Period of report 2012-03-01; Description 8.01 Other Events; Details 8.01.
  • 2012-01-04: Form 8-K; Period of report 2011-12-28; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2011-12-21: Form 8-K; Period of report 2011-12-21; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2012-05-118-K2012-04-188.01 Other Events8.01 On April 18, 2012, Aptalis Pharma Inc. (the “Company”) satisfied and discharged the indenture governing their outstanding 12 3/4% Senior Notes due 2016 (the “Notes”).d351898d8k.htm
2012-03-058-K2012-03-018.01 Other Events8.01 On March 1, 2012, Aptalis Pharma, Inc. , a global specialty pharmaceutical company focused on gastrointestinal diseases and cystic fibrosis (the “Company”), issued a press release announcing that the U.S. Food and Drug Administration (FDA) has approved ULTRESATM and VIOKACETM, two pancrelipase products for the treatment of exocrine pancreatic insufficiency.d308834d8k.htm
2012-01-048-K2011-12-281.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d275186d8k.htm
2011-12-218-K2011-12-214.01 Changes in Registrant's Certifying Accountant4.01 The information set forth and/or incorporated by reference in the Current Report on Form 8-K filed by Aptalis Pharma Inc. (the “Registrant”) on October 27, 2011 is incorporated by reference.d274288d8k.htm
2011-10-278-K2011-10-214.01 Changes in Registrant's Certifying Accountant4.01 (a) On October 21, 2011, pursuant to a recommendation from its Audit Committee, the Board of Directors of Aptalis Pharma Inc. (the “Registrant”) dismissed Raymond Chabot Grant Thornton LLP as the independent registered public accounting firm for the Registrant for the fiscal year ended September 30, 2012.d248497d8k.htm
2011-09-018-K2011-08-312.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant2.01 On August 31, 2011, Aptalis Pharma Inc. (the “Company”), acting through its indirect parent company Aptalis Holdings Inc. (formerly known as Axcan Holdings Inc.) (“Holdings”) and direct, wholly-owned subsidiary Axcan Lone Star Inc. (“Merger Sub”), completed its acquisition of rights to AeroquinTM, a proprietary aerosol formulation of levofloxacin, which is currently in Phase 3 clinical trials for the treatment of pulmonary infections in patients with cystic fibrosis.
2.03 The information set forth above in Item 2.01 regarding the non-contingent payments required to be made pursuant to the Merger Agreement, the Option Agreement and the Development Agreement is incorporated by reference into this Item 2.03.
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2011-04-288-K/A2011-02-119.01 Financial Statements and Exhibits9.01 (b) Pro Forma Financial Statements.d8ka.htm
2011-04-148-K2011-04-111.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d8k.htm
2011-03-218-K2011-03-158.01 Other Events8.01 On March 15, 2011, Axcan Intermediate Holdings Inc. completed the redemption of its 9.25% senior secured notes due 2015.d8k.htm
2011-03-048-K2011-02-285.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 In connection with the consummation of the previously announced acquisition of Eurand N.V. (“Eurand”), a Dutch public limited liability company (such acquisition, together with the related transactions, the “Transaction”), on February 11, 2011 (the “Closing Date”), on February 28, 2011, Axcan Holdings Inc. (the parent of Axcan Intermediate Holdings Inc.), Axcan Pharma Inc. and Axcan Pharma US Inc. (together,the “Company” or “Axcan”) entered into an Employment Agreement with John Fraher, in which he has accepted the appointment as President of Axcan Pharma™ and will have responsibility for Axcan’s Pharmaceutical Technologies and Global Supply Chain.m69079e8vk.htm
2011-02-118-K2011-02-111.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.01 On the Closing Date, the Company completed the previously announced tender offer (the “Offer”) for the issued and outstanding ordinary shares of Eurand at a purchase price of $12.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes (the “Per Share Offer Price”), in accordance with the terms of the tender offer statement on Schedule TO, filed by Axcan Pharma Holding B.V. a wholly-owned indirect subsidiary of the Company (“AcquisitionCo”), and Axcan Holdings Inc., the Company’s indirect parent company, with the U.S. Securities and Exchange Commission (the “SEC”) on December 21, 2010, as amended.
2.03 The information set forth in Item 1.01 of this report is incorporated by reference herein.
8.01 On February 11, 2011, in accordance with the provisions of the Indenture, dated as of February 25, 2008, by and between the Company and The Bank of New York Mellon (as successor to The Bank of New York) (the “Trustee”), the Company notified the Trustee that it would be exercising its right to redeem all of the issued and outstanding aggregate principal amount of $228 million of the Existing Secured Notes on March 14, 2011 (the “Redemption Date”), at a redemption price equal to $1,069.38 per $1,000 principal amount of the Existing Secured Notes, plus accrued and unpaid interest, if any, to the Redemption Date, and instructed the Trustee to provide a notice of redemption to Cede & Co., as the registered holder of the Existing Secured Notes.
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2011-02-048-K2011-02-048.01 Other Events8.01 In connection with the proposed debt financing for the previously announced acquisition of Eurand N.V. (“Eurand”) (collectively, the “Transactions”), Axcan Intermediate Holdings Inc. (the “Company” or “Axcan”) announced today that, as a result of favorable conditions in the debt markets, it would seek to increase the size of its proposed senior secured term loan facility to $500 million and to seek commitments for an additional $250 million delayed-draw senior secured term loan facility.d8k.htm
2011-01-258-K2011-01-252.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 In connection with the Offering described in Item 8.01 of this Current Report on Form 8-K (this “report”) below, Axcan Intermediate Holdings Inc. (“AIH”) announced today management’s expectations regarding AIH’s total revenue and Adjusted EBITDA for the quarterly period ended December 31, 2010.
8.01 AIH announced today that it would commence a private offering (the “Offering”) of newly issued senior secured notes (the “Secured Notes”) as part of the debt financing for the previously announced acquisition of Eurand N.V. (“Eurand”), a Dutch public limited liability company.
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2011-01-218-K2011-01-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Nicholas Franco, Senior Vice President International Commercial Operations, will be ceasing his employment with Axcan to pursue other opportunities, effective January 21, 2011, and Dr. Alex LeBeaut, Senior Vice President and Chief Scientific Officer, ceased to be employed by Axcan to pursue other opportunities, effective January 14, 2011.d8k.htm
2010-12-228-K2010-11-301.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d8k.htm
2010-12-018-K2010-12-018.01 Other Events8.01 On December 1, 2010, Axcan Holdings Inc. (“Axcan Holdings”), our parent, and Axcan Pharma Holding B.V. (“Axcan Pharma”), our subsidiary, announced that they had entered into a definitive agreement with Eurand N.V. (“Eurand”), a global specialty pharmaceutical company with headquarters in the Netherlands, under which Axcan Holdings will acquire all of the outstanding shares of Eurand.d8k.htm
2010-12-018-K2010-12-018.01 Other Events8.01 As previously disclosed, in April 2004, the U.S. Food and Drug Administration, or FDA, mandated that all manufacturers of pancreatic enzyme products file a New Drug Application, or NDA, and receive approval for their products by April 2008 or be subject to regulatory action.d8k.htm
2010-05-068-K2010-05-068.01 Other Events8.01 As previously disclosed, in April 2004, the U.S. Food and Drug Administration, or FDA, mandated that all manufacturers of pancreatic enzyme products file a New Drug Application, or NDA, and receive approval for their products by April 2008 or be subject to regulatory action.d8k.htm
2010-04-298-K2010-04-298.01 Other Events8.01 As previously disclosed, existing products to treat exocrine pancreatic insufficiency have been marketed in the U.S. since before the passage of the Federal Food, Drug, and Cosmetic Act, or FDCA, in 1938 and, consequently, companies have historically marketed Pancreatic Enzyme Products, or PEPs that have not been approved by the Food and Drug Administration, or FDA, including ULTRASE® MT and VIOKASE®.d8k.htm
2009-09-148-K2009-09-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective as of September 10, 2009, a wholly-owned Canadian subsidiary of Axcan Intermediate Holdings Inc. (the “Company”), Axcan Pharma Inc. (“Axcan Pharma”), adopted an Executive Retirement Savings Program (the “Program”).d8k.htm
2009-05-158-K2009-05-157.01 Regulation FD Disclosure7.01 On May 14, 2009, Teva Pharmaceutical Industries Ltd (“Teva”) announced that the U.S. Food and Drug Administration had approved its Abbreviated New Drug Application (aNDA) for a generic formulation of URSO 250® and URSO Forte®.d8k.htm