MEDIVATION, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-09-28: Form 8-K; Period of report 2016-09-28; 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; 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 1.02.
- 2016-09-02: Form 8-K; Period of report 2016-08-29; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2016-08-22: Form 8-K; Period of report 2016-08-19; Description 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; 7.01 Regulation FD Disclosure; Details 1.01.
- 2016-08-09: Form 8-K; Period of report 2016-08-09; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-09-28 | 8-K | 2016-09-28 | 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 | 1.02 On September 28, 2016, immediately prior to and in connection with the completion of the Offer (as such term is defined below) and the Merger (as such term is defined below), Medivation, Inc. (the “Company”) (i) repaid in full all outstanding amounts due in connection with the Amended and Restated Credit Agreement, dated as of October 23, 2015, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended (the “Credit Agreement”) and (ii) terminated all commitments under the Credit Agreement. 2.01 As previously disclosed in the Current Report on Form 8-K filed by the Company on August 22, 2016, on August 20, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pfizer Inc., a Delaware corporation (“Pfizer”), and Montreal, Inc., a Delaware corporation and a wholly-owned subsidiary of Pfizer (“Purchaser”). 3.01 As a result of the Merger, the Company no longer fulfills the numerical listing requirements of the NASDAQ Global Select Market (“NASDAQ”). 3.03 To the extent required by Item 3.03 of Form 8-K, the disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below is incorporated herein by reference. 5.01 The disclosure contained in Item 2.01 above is incorporated herein by reference. 5.02 Effective as of the Effective Time, on September 28, 2016, each of Kim D. Blickenstaff, Kathryn E. Falberg, David Hung, Michael L. King, Patrick Machado, Dawn Svoronos, W. Anthony Vernon and Wendy L. Yarno resigned as a director of the Company and from any officer positions in which they then served. 5.03 Pursuant to the Merger, the certificate of incorporation of the Company was amended and restated, the text of which amendment and restatement is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference. | d267940d8k.htm |
| 2016-09-02 | 8-K | 2016-08-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 20, 2016, by and among Pfizer Inc., a Delaware corporation (“Pfizer”), Montreal, Inc., a Delaware corporation and wholly-owned subsidiary of Pfizer (“Purchaser”), and Medivation, Inc. (“Medivation” or the “Company”), we may pay to each of our employees, including our executive officers or named executive officers, a bonus attributable to performance during 2016 (the “Performance Bonus Payment”) equal to the product obtained by multiplying (1) the employee’s full-year bonus entitlement under all of our annual bonus plans (each, an “Annual Bonus Plan”) for the calendar year in which the merger of Purchaser and Medivation occurs (the time of such merger being referred to as the “Effective Time”) based on the greater of (a) deemed performance at “target” levels and (b) actual performance through the latest practicable date prior to the Effective Time, extrapolated through the end of such fiscal year, and (2) a fraction, the numerator of which equals the number of days that have elapsed during such fiscal year through the Effective Time and the denominator of which equals 365. | d248377d8k.htm |
| 2016-08-22 | 8-K | 2016-08-19 | 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; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.03 As described above, the Company and AST have entered into the Rights Amendment. 5.02 On August 19, 2016, in anticipation of a strategic transaction, the compensation committee of the board of directors of the Company approved amendments to the Change of Control Severance Benefits Agreements with each of Jennifer Jarrett, Andrew Powell, and Thomas Templeman, Ph.D. (collectively, the “Affected Individuals”), which amendments provide that if any payments or benefits to be made to the Affected Individuals become subject to the excise tax under Internal Revenue Code Section 4999, the Company will pay an additional amount to such Affected Individuals in an amount sufficient to pay such excise tax and a gross up payment for any related income, employment and excise taxes payable with respect to the payment of the excise taxes. 7.01 On August 22, 2016, the Company and Pfizer issued a joint press release announcing the execution of the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this report and incorporated herein by reference. | d245915d8k.htm |
| 2016-08-09 | 8-K | 2016-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2016, Medivation, Inc. (the “Company”) announced its financial results for the second quarter ended June 30, 2016. | d208394d8k.htm |
| 2016-07-29 | 8-K | 2016-07-28 | 7.01 Regulation FD Disclosure | 7.01 On July 29, 2016, in Tokyo, Japan (July 28, 2016, in San Francisco, CA), Medivation, Inc.’s collaboration partner Astellas Pharma Inc. (Astellas), reported its financial results for the quarter ended June 30, 2016. | d164423d8k.htm |
| 2016-07-06 | 8-K | 2016-07-06 | 7.01 Regulation FD Disclosure | 7.01 On July 6, 2016, Medivation, Inc. (the “Company”) will host an investor conference call and live audio webcast to provide a detailed review of its PARP inhibitor talazoparib. | d217665d8k.htm |
| 2016-07-05 | 8-K | 2016-07-05 | 8.01 Other Events | 8.01 On July 5, 2016, Medivation, Inc. (the “Company”) issued a press release announcing, among other things, that the Company has entered into confidentiality agreements with a number of parties, including Sanofi, that have expressed interest in exploring a potential transaction with the Company. | d197928d8k.htm |
| 2016-06-27 | 8-K | 2016-06-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 The annual meeting of stockholders of Medivation, Inc. was held on June 22, 2016 (the “Annual Meeting”). 5.07 The Annual Meeting was held on June 22, 2016, and five proposals were submitted to the Medivation stockholders for a vote. | d220836d8k.htm |
| 2016-06-24 | 8-K | 2016-06-24 | 8.01 Other Events | 8.01 On June 24, 2016, Medivation, Inc. (the “Company”) issued a press release announcing that Glass, Lewis & Co., LLC recommends that the Company’s stockholders support the Company’s board of directors by rejecting Sanofi’s solicitation efforts (the “Glass Lewis Recommendation”). | d201831d8k.htm |
| 2016-06-24 | 8-K | 2016-06-23 | 8.01 Other Events | 8.01 On June 23, 2016, Medivation, Inc. (the “Company”) issued a press release announcing that the Company had mailed a letter to Company stockholders providing detailed information to correct misleading claims that Sanofi has made (the “Stockholder Letter”). | d208883d8k.htm |
| 2016-06-13 | 8-K | 2016-06-13 | 8.01 Other Events | 8.01 On June 13, 2016, Medivation, Inc. (the “Company”) issued a press release announcing that the Company had filed with the Securities and Exchange Commission a definitive consent revocation statement and mailed a letter to Company stockholders with an accompanying infographic. | d211751d8k.htm |
| 2016-06-06 | 8-K | 2016-06-03 | 8.01 Other Events | 8.01 On June 4, 2016, Medivation, Inc. (the “Company”) will host a meeting with management. | d202672d8k.htm |
| 2016-06-02 | 8-K | 2016-06-01 | 8.01 Other Events | 8.01 On June 1, 2016, Medivation, Inc. (the “Company”) issued a press release announcing that the Company’s board of directors (the “Board”) established a record date to determine which of the Company’s stockholders are eligible to participate in the proposed solicitation of written consents by Sanofi. | d205026d8k.htm |
| 2016-05-27 | 8-K | 2016-05-27 | 8.01 Other Events | 8.01 On May 27, 2016, Medivation, Inc. (the “Company”) issued a press release announcing that the Company had filed a preliminary consent revocation in response to Sanofi’s preliminary consent solicitation statement filed on May 25, 2016. | d189195d8k.htm |
| 2016-05-25 | 8-K | 2016-05-25 | 8.01 Other Events | 8.01 On May 25, 2016, Medivation, Inc. (the “Company”) issued a press release announcing that the Company had urged stockholders to reject Sanofi’s proposed consent solicitation. | d198245d8k.htm |
| 2016-05-17 | 8-K | 2016-05-16 | 8.01 Other Events | 8.01 On May 16, 2016, members of the executive committee of Medivation, Inc. (the “Company”) transmitted a summary of certain key messages regarding the business of the Company to members of the Company’s management team for use by such managers in discussions with employees. | d180010d8k.htm |
| 2016-05-12 | 8-K | 2016-05-11 | 8.01 Other Events | 8.01 On May 11, 2016, David Hung, M.D., Founder, President and Chief Executive Officer of Medivation, Inc. (the “Company”), and Jennifer Jarrett, Chief Financial Officer of the Company, participated in a presentation at the Bank of America Merrill Lynch Healthcare Conference in Las Vegas, NV (the “BAML Healthcare Conference”). | d164970d8k.htm |
| 2016-05-09 | 8-K | 2016-05-09 | 8.01 Other Events | 8.01 On May 9, 2016, the Company hosted meetings with management to provide a general business update. | d175434d8k.htm |
| 2016-05-06 | 8-K | 2016-05-05 | 8.01 Other Events | 8.01 On May 5, 2016, the Company hosted a live teleconference with management to discuss first quarter 2016 financial results and provide a general business update. | d193338d8k.htm |
| 2016-05-06 | 8-K | 2016-05-05 | 8.01 Other Events | 8.01 On May 5, 2016, the Company hosted a live teleconference with management to discuss first quarter 2016 financial results and provide a general business update. | d131818d8k.htm |
| 2016-05-05 | 8-K | 2016-05-05 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 5, 2016, Medivation, Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2016. 8.01 On May 5, 2016, the Company issued a press release reiterating its rejection of Sanofi’s proposal to acquire all of the Company’s outstanding stock. | d117265d8k.htm |
| 2016-05-02 | 8-K | 2016-04-29 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 On April 29, 2016, the Board of Directors of Medivation, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”) to add the two provisions set forth below. 5.03 Reference is made to the disclosure set forth under Item 3.03 above, which disclosure is incorporated by reference here. | d190818d8k.htm |
| 2016-04-29 | 8-K | 2016-04-29 | 8.01 Other Events | 8.01 On April 29, 2016, Medivation, Inc. (the “Company”) issued a press release to confirm that the Company’s Board of Directors had unanimously rejected an unsolicited proposal from Sanofi to acquire all of the outstanding shares of the Company. | d177084d8k.htm |
| 2016-04-28 | 8-K | 2016-04-28 | 8.01 Other Events | 8.01 On April 28, 2016, Medivation, Inc. (the “Company”) issued a press release confirming its receipt from Sanofi of an unsolicited, non-binding proposal to acquire all of the Company’s outstanding stock. | d188809d8k.htm |
| 2016-04-08 | 8-K/A | 2016-03-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 23, 2016, Richard A. Bierly, Medivation, Inc.’s Chief Financial Officer, advised Medivation that he plans to retire from his position at Medivation on July 15, 2016. | d173686d8ka.htm |
| 2016-03-28 | 8-K | 2016-03-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 23, 2016, Richard A. Bierly, Medivation, Inc.’s Chief Financial Officer, advised Medivation that he plans to retire from his position at Medivation on July 15, 2016. | d168661d8k.htm |
| 2016-03-10 | 8-K/A | 2016-02-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 18, 2016, the Compensation Committee of the Board of Directors (the “Committee”) of Medivation, Inc. (the “Company”) approved cash bonuses for the following officers of the Company (the “Officers”) pursuant to the 2015 bonus program under the Company’s 2013 Cash Performance Incentive Plan (the “Incentive Plan”), in recognition of both the level of the Company’s achievement of its corporate goals for 2015 and each such Officer’s contributions towards the achievement of those goals. | d150014d8ka.htm |
| 2016-03-09 | 8-K | 2016-03-09 | 7.01 Regulation FD Disclosure | 7.01 On March 9, 2016, Medivation, Inc. (Company) announced that the U.S. Food and Drug Administration (FDA) has lifted the partial clinical hold on the Investigational New Drug (IND) application for pidilizumab (MDV9300) in hematological malignancies and confirmed that the Phase II clinical trial in patients with relapsed or refractory diffuse large B-cell lymphoma (DLBCL), as well as other studies that cross reference the IND, may now proceed. | d155319d8k.htm |
| 2016-02-25 | 8-K | 2016-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2016, Medivation, Inc. (the “Company”) announced its financial results for the fourth quarter and fiscal year ended December 31, 2015. | d133593d8k.htm |
| 2016-02-23 | 8-K | 2016-02-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | 5.02 On February 18, 2016, the Compensation Committee of the Board of Directors (the “Committee”) of Medivation, Inc. (the “Company”) approved cash bonuses for the following officers of the Company (the “Officers”) pursuant to the 2015 bonus program under the Company’s 2013 Cash Performance Incentive Plan (the “Incentive Plan”), in recognition of both the level of the Company’s achievement of its corporate goals for 2015 and each such Officer’s contributions towards the achievement of those goals. 5.05 On February 19, 2016, the Company implemented a revised Code of Business Conduct and Ethics reflecting updates intended to enhance the Code’s readability and increase its focus on issues relevant to a commercial stage pharmaceutical company such as the Company. | mdvn-8k_20160218.htm |
| 2016-01-29 | 8-K | 2016-01-28 | 7.01 Regulation FD Disclosure | 7.01 On January 29, 2016, in Tokyo, Japan (January 28, 2016, in San Francisco, CA), Medivation, Inc.’s collaboration partner Astellas Pharma Inc. (Astellas), reported its financial results for the quarter ended December 31, 2015. | d124340d8k.htm |
| 2016-01-25 | 8-K | 2016-01-25 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, Medivation, Inc. has recently concluded that the mechanism of action of MDV9300 (pidilizumab) is not as an inhibitor of PD-1, and work is underway to determine the mechanism of action. | d131505d8k.htm |
| 2016-01-11 | 8-K | 2016-01-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 Marion McCourt will commence employment with Medivation as Chief Operating Officer on February 1, 2016. 7.01 David Hung, M.D., Founder, President and Chief Executive Officer, will present at the 34th Annual J.P. Morgan Healthcare Conference on January 11, 2016, at 3:00 pm Pacific Time. | d108314d8k.htm |