NPS PHARMACEUTICALS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-02-23: Form 8-K; Period of report 2015-02-20; 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.
- 2015-01-12: Form 8-K; Period of report 2015-01-11; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2014-11-10: Form 8-K; Period of report 2014-11-10; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2014-11-04: Form 8-K; Period of report 2014-11-03; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-02-23 | 8-K | 2015-02-20 | 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 February 23, 2014, in connection with the Merger, the Company, as issuer, terminated the Indenture dated as of August 8, 2013 by and between the Company and The Bank of New York Mellon, as trustee. 2.01 At 12:00 midnight, New York City time, at the end of Friday, February 20, 2015, the Offer expired as scheduled and was not extended. 3.01 On February 21, 2015, in connection with the Merger, the Company provided notice to NASDAQ of the completion of the Merger and requested that NASDAQ halt trading in the Shares for February 23, 2015 and suspend trading of the Shares effective February 23, 2015. 3.03 The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the consummation of the Offer and the Merger, a change in control of the Company occurred. 5.02 In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Purchaser immediately prior to the Effective Time became the directors of the Surviving Corporation. 5.03 Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety. | a15-5111_18k.htm |
| 2015-01-12 | 8-K | 2015-01-11 | 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On January 11, 2015, NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Shire Pharmaceutical Holdings Ireland Limited, a company incorporated in Ireland and a wholly owned subsidiary of Shire plc (“Parent”), Knight Newco 2, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), and, solely for purposes of Section 12.14 of the Merger Agreement, Shire plc, a company incorporated in Jersey (“Parent Holdco” or “Shire”), pursuant to which, among other things, Merger Subsidiary will commence a cash tender offer (the “Offer”) for all of the outstanding shares (collectively, the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”), upon the terms and subject to the conditions of the Merger Agreement. 5.02 On January 11, 2015, the Board adopted the amended and restated NPS Pharmaceuticals, Inc. Change in Control Severance Pay Plan (the “Plan”), which applies to each full-time employee of the Company and each other employee (including probationary and fixed term employees) primarily providing services outside the United States. 5.03 ARTICLE 14 FORUM; Section 14.1. 8.01 On January 11, 2015, the Company and Shire issued a joint press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein, announcing the execution of the Merger Agreement. | a15-2148_18k.htm |