MEDICINES CO /DE Form 8-K: Current report

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

2020-01-06: Form 8-K; Period of report 2020-01-06; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
2020-01-06: Form 8-K; Period of report 2020-01-06; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 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 1.01.
2019-11-25: Form 8-K; Period of report 2019-11-23; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
2019-10-30: Form 8-K; Period of report 2019-10-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.

Filed	Form	Period of report	Description	Details	Document
2020-01-06	8-K	2020-01-06	3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing	3.01 On January 6, 2020, in connection with the consummation of the merger (the "Merger") of Medusa Merger Corporation (the "Purchaser") with and into The Medicines Company (the "Company"), the Company notified the NASDAQ Stock Market (the “NASDAQ”) of the consummation of the Merger and requested that the NASDAQ (i) suspend trading of the shares of common stock, par value $0.001 per share, of the Company (the "Shares") on the NASDAQ and (ii) file with the Securities and Exchange Commission (the "SEC") a Form 25 to report that the Shares are no longer listed on the NASDAQ and to deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).	tm201193d2_8k.htm
2020-01-06	8-K	2020-01-06	1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 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	1.01 Entry into a Material Definitive Agreement. 2.01 The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 3.03 The information contained in the Introductory Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the Purchaser’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL, on January 6, 2020, a change in control of the Company occurred and the Company is now an indirect, wholly-owned subsidiary of Parent. 5.02 In accordance with the terms of the Merger Agreement, and effective as of the Effective Time, each of Alexander J. Denner, Geno J. Germano, John C. Kelly, Clive Meanwell, Paris Panayiotopoulos, Sarah J. Schlesinger and Mark Timney ceased to be a member from the Company’s board of directors of and a member of the committees of the Company’s board of directors. 5.03 In connection with the consummation of the Merger, the Company’s certificate of incorporation and its bylaws were each amended and restated in their entirety, effective as of the Effective Time. 8.01 The Company issued a notice of redemption to the holders of the 2022 Convertible Notes on January 6, 2020, pursuant to which it will redeem the outstanding 2022 Convertible Notes for cash on February 5, 2020 (the “Redemption Date”) at a price of 100.00% of the principal amount of the 2022 Convertible Notes, plus accrued and unpaid interest, if any (the “Redemption”).	tm201193-1_8k.htm