Baxalta Inc Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-06-03: Form 8-K; Period of report 2016-06-03; Description 1.01 Entry into a Material Definitive Agreement; 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; 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; Details 1.01.
- 2016-05-27: Form 8-K/A; Period of report 2016-05-27; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 8.01.
- 2016-05-27: Form 8-K; Period of report 2016-05-27; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2016-04-28: Form 8-K; Period of report 2016-04-28; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-06-03 | 8-K | 2016-06-03 | 1.01 Entry into a Material Definitive Agreement; 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; 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 | 1.01 Entry into a Material Definitive Agreement. 1.02 On June 3, 2016, the Company terminated the Five-Year Credit Agreement, dated as of July 1, 2015, as amended, among Baxalta Incorporated as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein. 2.01 As previously disclosed, on January 11, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shire and Merger Sub, pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Shire. 3.01 In connection with the consummation of the Merger, the Company requested that the New York Stock Exchange (the “NYSE”) suspend trading of the Shares effective as of prior to the opening of business on June 3, 2016, remove the Shares from listing on the NYSE, and file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Shares and the deregistration of the Shares under Section 12(b) of the Exchange Act. 5.01 As a result of the consummation of the Merger, and upon the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Shire. 5.02 As of the Effective Time, each of the nine directors of the Company (Wayne T. Hockmeyer, Ph.D., Blake E. Devitt, Karen J. Ferrante, M.D., John D. Forsyth, Gail D. Fosler, James R. Gavin III, M.D., Ph.D., Ludwig N. Hantson, Ph.D., François Nader, M.D. and Albert P.L. Stroucken) resigned from the board of directors of the Company and from all committees of the board of directors on which they served. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. | a16-12719_18k.htm |
| 2016-05-27 | 8-K/A | 2016-05-27 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 8.01 As noted above in the Explanatory Note, the Company hereby amends the press release filed with the Original Report to correctly describe the voting percentages included with regard to Proposal 1. | d182865d8ka.htm |
| 2016-05-27 | 8-K | 2016-05-27 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On May 27, 2016, Baxalta Incorporated, a Delaware corporation (“Baxalta”), held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement/prospectus, dated April 18, 2016, which was first mailed to Baxalta stockholders on or about April 18, 2016. 8.01 On May 27, 2016, Baxalta issued a press release announcing the results of the stockholder vote at the Special Meeting. | d182865d8k.htm |
| 2016-04-28 | 8-K | 2016-04-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 28, 2016, the Company issued an earnings press release for the quarterly period ended March 31, 2016. 7.01 On April 28, 2016, the Company also published a slide presentation in connection with its earnings release that discusses the Company’s performance during the quarterly period ended March 31, 2016. | d178116d8k.htm |
| 2016-04-07 | 8-K | 2016-04-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On April 5, 2016, the Board of Directors (the “Board”) of Baxalta Incorporated (“Baxalta” or the “Company”) agreed to amend the Non-Employee Director Compensation Plan of Baxalta Incorporated (the “Non-Employee Director Compensation Plan”) as result of the Board’s cancellation of its 2016 annual meeting of shareholders in light of the Company’s proposed merger with Shire plc (“Shire”). 8.01 The Company early adopted Accounting Standards Update 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”) on a retroactive basis in its audited consolidated and combined financial statements as of December 31, 2015 and 2014 and for the three years ended December 31, 2015, 2014 and 2013 presented in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2016 (“2015 Annual Report”). | d143350d8k.htm |
| 2016-03-31 | 8-K | 2016-03-31 | 8.01 Other Events | 8.01 The Company is providing notice to its shareholders that it intends to announce its first quarter 2016 financial results via press release on Thursday, April 28, 2016. | d173944d8k.htm |
| 2016-02-16 | 8-K | 2016-02-16 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 16, 2016, the Company issued an earnings press release for the quarterly period and full year ended December 31, 2015. 7.01 On February 16, 2016, the Company also published a slide presentation in connection with its earnings release that discusses the Company’s performance during the quarterly period and full year ended December 31, 2015, as well as financial guidance for the quarter ending March 31, 2016. | d141413d8k.htm |
| 2016-01-11 | 8-K | 2016-01-11 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 3.03 On January 11, 2016, in connection with entering into the Merger Agreement, the Company entered into an amendment (the “Rights Amendment”) to its Rights Agreement (the “Rights Agreement”) with Computershare Trust Company, N.A., a federally chartered trust company, and Computershare Inc., a Delaware corporation, which provides that, among other things, (i) none of Parent, Merger Sub and any of their subsidiaries, affiliates or associates is an Acquiring Person (as defined in the Rights Agreement) as a result of the Merger Agreement and the transactions contemplated thereby, (ii) a “Distribution Date” or a “Stock Acquisition Date” (as such terms are defined in the Rights Agreement) does not occur, in each case, as a result of the Merger Agreement and the transactions contemplated thereby and (iii) the “Final Expiration Date” (as defined in the Rights Amendment) is amended to be the earlier of May 1, 2016 and the closing date immediately prior to the Effective Time. 5.02 On January 11, 2016, the Company agreed to amend its severance agreements (the “Severance Agreements”), which provide severance benefits to certain of the Company’s executive officers, including all of its named executive officers (the “Severance Agreements Amendment”). | d120894d8k.htm |
| 2015-10-29 | 8-K | 2015-10-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On October 29, 2015, the Company issued an earnings press release for the quarterly period ended September 30, 2015. 7.01 During a conference call scheduled to be held at 7:30 a.m. | d39752d8k.htm |
| 2015-08-13 | 8-K | 2015-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2015, Baxalta Incorporated (the Company) released its earnings schedules (the Earnings Schedules) for the quarterly period ended June 30, 2015. | d25585d8k.htm |
| 2015-08-10 | 8-K | 2015-08-10 | 7.01 Regulation FD Disclosure | 7.01 Today, Baxalta Incorporated’s Chief Executive Officer and President, Ludwig N. Hantson, provided the remarks attached as Exhibit 99.1 to this Form 8-K at a telephonic conference of investors hosted by Cowen and Company. | d28426d8k.htm |
| 2015-07-30 | 8-K | 2015-07-30 | 2.02 Results of Operations and Financial Condition | 2.02 On July 30, 2015, Baxalta Incorporated (the Company) issued an earnings press release (the Press Release) for the quarterly period ended June 30, 2015, in which the Company provided sales results for the first half of 2015, historical statement of income information for the quarterly period ended March 31, 2015, and historical quarterly and full year statement of income information for 2014. | d152314d8k.htm |
| 2015-07-29 | 8-K/A | 2015-07-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) Baxalta Incorporated (the “Company”) hereby amends its Form 8-K filed on July 2, 2015 to report that on July 28, 2015 the Board of Directors (the “Board”) of the Company appointed Karen Ferrante, M.D. to the Corporate Governance Committee and the Quality and Compliance Committee and François Nader, M.D., to the Audit Committee and the Compensation Committee. | d88740d8ka.htm |
| 2015-07-02 | 8-K | 2015-06-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders; 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; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 8.01 Other Events | 1.01 On June 30, 2015, Baxter International Inc. (“Baxter”) entered into a separation and distribution agreement (the “Separation and Distribution Agreement”) with Baxalta Incorporated (“Baxalta”), pursuant to which Baxter agreed to transfer its research-based pharmaceuticals business to Baxalta (the “Separation”) and approximately 80.5% of the outstanding stock of Baxalta to the Baxter shareholders in a distribution (the “Distribution”). 2.03 The information set forth under “Credit Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.03 The information set forth under “Rights Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. 5.02 Effective concurrently with the Distribution, Baxalta’s Board of Directors (the “Board”) expanded its size from four directors to seven directors. 5.03 • following the amendment of Baxalta’s Certificate of Incorporation, Baxalta then amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”). 5.05 In connection with the Distribution, the Board adopted a Code of Conduct effective concurrently with the Distribution. 8.01 On July 1, 2015, Baxalta issued a press release announcing the completion of the Distribution and the start of Baxalta’s operations as an independent company. | d59817d8k.htm |
| 2015-06-23 | 8-K | 2015-06-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 On June 23, 2015, Baxalta Incorporated (“Baxalta”), a wholly owned subsidiary of Baxter International Inc. (“Baxter”), entered into an indenture with The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”) (as supplemented by the First Supplemental Indenture, dated June 23, 2015 (the “Supplemental Indenture”), the “Indenture”), relating to the issuance by Baxalta of $375,000,000 aggregate principal amount of its floating rate senior notes due 2018 (the “Floating Rate Notes”), $375,000,000 aggregate principal amount of its 2.000% senior notes due 2018 (the “2018 Notes”), $1,000,000,000 aggregate principal amount of its 2.875% senior notes due 2020 (the “2020 Notes”), $500,000,000 aggregate principal amount of its 3.600% senior notes due 2022 (the “2022 Notes”), $1,750,000,000 aggregate principal amount of its 4.000% senior notes due 2025 (the “2025 Notes”) and $1,000,000,000 aggregate principal amount of its 5.250% senior notes due 2045 (the “2045 Notes” and together with the 2018 Notes, the 2020 Notes, the 2022 Notes and the 2025 Notes, the “Fixed Rate Notes”). 8.01 On June 19, 2015, Baxalta issued a press release (the “Press Release”) to announce the pricing of the Notes offering. | d945864d8k.htm |