ASTEX PHARMACEUTICALS, INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-10-11: Form 8-K; Period of report 2013-10-11; Description 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; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2013-09-05: Form 8-K; Period of report 2013-09-05; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
- 2013-08-01: Form 8-K; Period of report 2013-08-01; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2013-06-14: Form 8-K; Period of report 2013-06-13; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-10-11 | 8-K | 2013-10-11 | 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; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 The Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City time, at the end of the day on October 10, 2013. 3.01 On October 11, 2013, in connection with the consummation of the Merger, the Company notified the NASDAQ Global Market (“NASDAQ”) of its intent to remove the Common Stock from listing on NASDAQ and requested that NASDAQ file a delisting application with the SEC to delist and deregister the Common Stock. 3.03 In connection with the consummation of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was cancelled and converted into the right to receive the Offer Price, net to the seller in cash, without interest thereon and less any applicable withholding taxes, except for (i) Shares owned by Parent, Acquisition Sub or the Company, or by any direct or indirect wholly-owned subsidiary of Parent, Acquisition Sub or the Company, which were cancelled without consideration and extinguished, and (ii) Shares held by stockholders who properly exercised their appraisal rights under Delaware law. 5.01 As a result of Acquisition Sub’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger under Section 251(h) of the DGCL on October 11, 2013, a change in control of the Company occurred. 5.02 In accordance with the terms of the Merger Agreement and in connection with the consummation of the transactions contemplated thereby, both Toshiki Sudo and Hajime Seki, the directors of the Acquisition Sub immediately prior to the Effective Time, were appointed to serve as directors on the Board of Directors of the Company (the “Board”) at the Effective Time, to hold office in accordance with the certificate of incorporation and bylaws of the Company until their respective successors are duly elected or appointed and qualified. 8.01 On October 11, 2013, Otsuka Holdings Co., Ltd. (“Ultimate Parent”) issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. | a13-21595_78k.htm |
| 2013-09-05 | 8-K | 2013-09-05 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 (e) On September 4, 2013, the Company’s Board of Directors agreed to certain compensatory arrangements with the Company’s named executive officers in connection with the proposed Merger. 8.01 On September 5, 2013, the Company issued a press release announcing that it had entered into the Merger Agreement with Parent. | a13-20169_18k.htm |
| 2013-08-01 | 8-K | 2013-08-01 | 2.02 Results of Operations and Financial Condition | 2.02 On August 1, 2013, Astex Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and six months ended June 30, 2013. | a13-17742_18k.htm |
| 2013-06-14 | 8-K | 2013-06-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Annual Meeting of Stockholders of Astex Pharmaceuticals, Inc., a Delaware corporation (the “Company”) was held on June 13, 2013. | a13-15004_18k.htm |
| 2013-04-29 | 8-K | 2013-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2013, Astex Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2013. | a13-11028_18k.htm |
| 2013-02-25 | 8-K | 2013-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2013, Astex Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2012. | a13-5943_18k.htm |