PATHEON INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-03-11: Form 8-K; Period of report 2014-03-11; Description 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 3.03.
- 2014-03-10: Form 8-K; Period of report 2014-03-10; Description 8.01 Other Events; Details 8.01.
- 2014-03-06: Form 8-K; Period of report 2014-03-06; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2014-03-06: Form 8-K; Period of report 2014-03-06; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-03-11 | 8-K | 2014-03-11 | 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 | 3.03 On March 11, 2014, Patheon Inc. (“Patheon” or the “Company”) consummated its previously announced statutory plan of arrangement (the “Arrangement”) under the Canadian Business Corporations Act (the “CBCA”) pursuant to the terms of the Arrangement Agreement between the Company and JLL/Delta Patheon Holdings, L.P. (“Newco”) dated as of November 18, 2013. 5.01 In connection with the consummation of the Arrangement, the Company became an indirect, wholly-owned subsidiary of Newco on March 11, 2014. 5.02 In connection with the completion of the Arrangement, each of James C. Mullen, Daniel Agroskin, Michel Lagarde, Paul S. Levy, Nicholas O’Leary, Brian G. Shaw, David E. Sutin, Joaquin B. Viso and Derek Watchorn, being all of the individuals who were serving as directors of Patheon immediately prior to consummation of the Arrangement, resigned from his respective position as a member of the Board of Directors, and any committee thereof, of the Company. 5.03 Pursuant to the terms of the Arrangement, on March 11, 2014, the separate existence of Patheon ceased, and Patheon and Canco were amalgamated. 8.01 On March 11, 2014, the Company issued a press release relating to the consummation of the Arrangement. | d688225d8k.htm |
| 2014-03-10 | 8-K | 2014-03-10 | 8.01 Other Events | 8.01 On March 10, 2014, Patheon Inc. (the “Company”) issued a press release announcing that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the Company’s previously announced statutory plan of arrangement under the Canada Business Corporations Act pursuant to which JLL/Delta Patheon Holdings, L.P. (“Newco”), which is sponsored by an entity controlled by JLL Partners Inc. and Koninklijke DSM N.V., will indirectly acquire all of the issued and outstanding restricted voting shares of the Company. | d688504d8k.htm |
| 2014-03-06 | 8-K | 2014-03-06 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On March 6, 2014, Patheon Inc. (the “Company”) held a special meeting (the “Special Meeting”) of the holders of Restricted Voting Shares of the Company (the “Shareholders”). 8.01 On March 6, 2014, the Company issued a press release announcing the results of the Special Meeting. | d688629d8k.htm |
| 2014-03-06 | 8-K | 2014-03-06 | 2.02 Results of Operations and Financial Condition | 2.02 On March 6, 2014, Patheon Inc. (the “Company”) issued a press release announcing preliminary unaudited financial results for its fiscal quarter ended January 31, 2014. | d688796d8k.htm |
| 2014-02-26 | 8-K | 2014-02-25 | 8.01 Other Events | 8.01 On February 25, 2014, Patheon Inc. (the “Company”) issued a press release announcing that the independent proxy advisory firm Institutional Shareholder Services Inc. has published a report recommending that shareholders of the Company vote “FOR” the resolution approving the statutory plan of arrangement under the Canada Business Corporations Act that would effect a going private transaction for the Company. | d682970d8k.htm |
| 2014-02-04 | 8-K | 2014-02-04 | 8.01 Other Events | 8.01 On February 4, 2014, Patheon Inc. (the “Company”) issued a press release announcing the filing of a definitive proxy statement related to Arrangement Agreement dated November 18, 2013, by and among the Company and JLL/Delta Patheon Holdings, L.P., and the transactions contemplated thereby, and providing updates on matters related to such transactions. | d670071d8k.htm |
| 2014-01-13 | 8-K | 2014-01-10 | 2.02 Results of Operations and Financial Condition | 2.02 On January 10, 2014, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three months and fiscal year ended October 31, 2013. | d659867d8k.htm |
| 2014-01-07 | 8-K | 2014-01-07 | 2.02 Results of Operations and Financial Condition | 2.02 On January 7, 2014, Patheon Inc. (the “Company” or “Patheon”) filed a revised preliminary proxy statement on Schedule 14A (the “Revised Proxy Statement”) with the Securities and Exchange Commission (the “SEC”). | d656567d8k.htm |
| 2013-12-20 | 8-K | 2013-12-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on December 13, 2012, the Compensation and Human Resources Committee (the “CHR Committee”) of Patheon Inc. (the “Company” or “Patheon”) adopted the 2013 Patheon Global Bonus Plan (the “2013 Bonus Plan”) to reward eligible participants (including the Company’s executive officers) for their collective and individual contributions to the Company’s success during fiscal 2013. | d648705d8k.htm |
| 2013-12-03 | 8-K | 2013-12-03 | 2.02 Results of Operations and Financial Condition | 2.02 On December 3, 2013, Patheon Inc. (the “Company”) issued a press release announcing preliminary unaudited financial results for the fiscal year ended October 31, 2013 (“fiscal 2013”). | d637647d8k.htm |
| 2013-11-19 | 8-K | 2013-11-18 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.02 On November 19, 2013, the Company issued a press release confirming its previous revenue guidance issued on September 5, 2013 that revenue is expected to be in excess of US$1 billion for fiscal 2013. 8.01 On November 19, 2013, the Company issued a press release announcing the entering into of the Arrangement Agreement. | d631498d8k.htm |
| 2013-09-05 | 8-K | 2013-09-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On September 5, 2013, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended July 31, 2013. 7.01 As previously announced and as disclosed in the press release attached as Exhibit 99.1 to this Report, the Company plans to hold a conference call at 10:00 a.m. | d592277d8k.htm |
| 2013-06-03 | 8-K | 2013-06-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On June 3, 2013, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended April 30, 2013. 7.01 As previously announced and as disclosed in the press release attached as Exhibit 99.1 to this Report, the Company plans to hold a conference call at 10:00 a.m. | d547258d8k.htm |
| 2013-05-21 | 8-K | 2013-05-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 17, 2013, Antonella Mancuso, President, Global Commercial Operations and Chief Manufacturing Officer for Patheon Inc. (the “Company”), notified the Company that she plans to resign from her positions with the Company and its subsidiaries, effective July 10, 2013. | d542248d8k.htm |
| 2013-04-02 | 8-K | 2013-03-28 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 28, 2013, Patheon Inc. (the “Company”) held its 2013 Annual and Special Meeting of Shareholders (the “Meeting”) to (i) elect nine directors; (ii) appoint Ernst & Young LLP as the Company’s for the ensuing year at remuneration to be fixed by the Company’s board of directors; and (iii) consider and, if thought appropriate, approve a resolution to amend Patheon’s By-law No. 1 (2008) to increase the quorum requirements for meetings of the Company’s shareholders. | d515613d8k.htm |
| 2013-03-08 | 8-K | 2013-03-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 8, 2013, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three months ended January 31, 2013. 7.01 As previously announced and as disclosed in the press release attached as Exhibit 99.1 to this Report, the Company plans to hold a conference call at 10:00 a.m. | d496420d8k.htm |
| 2013-03-01 | 8-K/A | 2012-12-14 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial statements of business acquired. | d494333d8ka.htm |
| 2013-02-04 | 8-K | 2013-01-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 • Mr. Glass’s annual base salary is increased to $400,000. | d477800d8k.htm |
| 2013-01-11 | 8-K/A | 2012-08-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 13, 2012, Patheon Inc. (the “Company”) announced that Mark J. Kontny, Ph.D., President, Global Pharmaceutical Development Services and Chief Scientific Officer, is no longer employed by the Company, effective as of this date. | d466874d8ka.htm |
| 2013-01-03 | 8-K | 2012-12-31 | 8.01 Other Events | 8.01 On December 31, 2012, Patheon Inc. issued a press release announcing the completion of its subscription rights offering. | d461093d8k.htm |
| 2012-12-17 | 8-K | 2012-12-14 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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. 2.01 On December 14, 2012, pursuant to the Stock Purchase Agreement dated as of October 28, 2012, by and among the Company, Sobel Best N.V., a corporation organized under the laws of The Netherlands (the “Seller”), and VION Holding N.V., a corporation organized under the laws of The Netherlands (the “Purchase Agreement”), pursuant to which the Company, through two of its wholly-owned subsidiaries, Patheon U.S. Holdings Inc. (“Buyer US Sub”) and Patheon Coöperatief U.A. (“Buyer Europe Sub”), completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares of capital stock of each of Sobel USA Inc., a Delaware corporation (“Sobel USA”), and Banner Pharmacaps Europe B.V., a private limited company organized under the laws of The Netherlands (“Banner Europe,” and collectively with Sobel USA and Sobel USA’s subsidiaries, the “Banner Group”). 2.03 The information set forth above under Item 1.01 of this Report is incorporated by reference into this Item 2.03. 8.01 Pursuant to the Company’s previously announced cash tender offer, as of 12:00 midnight, New York City time, on December 13, 2012, $279,429,000 principal amount of the Company’s 8.625% Senior Secured Notes due 2017 (the “Notes”) had been tendered and not validly withdrawn, representing approximately 99.80% of the aggregate outstanding principal amount of the Notes. | d456338d8k.htm |
| 2012-12-17 | 8-K | 2012-12-17 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On December 17, 2012, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three months and fiscal year ended October 31, 2012 (“fiscal 2012”). 7.01 As previously announced and as disclosed in the press release attached as Exhibit 99.1 to this Report, the Company plans to hold a conference call at 8:30 a.m. | d451798d8k.htm |
| 2012-12-10 | 8-K | 2012-12-10 | 8.01 Other Events | 8.01 On December 10, 2012, Patheon Inc. issued a press release announcing that the early tender deadline expired at 5:00 p.m. | d450772d8k.htm |
| 2012-12-03 | 8-K/A | 2012-11-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 As previously disclosed on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators October 29, 2012, Patheon Inc. (the “Company”) is currently in the process of seeking to refinance its existing credit arrangements in connection with its previously announced acquisition of Sobel USA Inc. and Banner Pharmacaps Europe B.V. (together, “Banner”). 8.01 Slides 3, 8, 15, 35, 36, 42, 43, 44 and 46 of Exhibit 99.1 (the “Item 8.01 Slides”) contain certain financial information of the Company on a GAAP and non-GAAP basis. | d448075d8ka.htm |
| 2012-11-27 | 8-K | 2012-11-26 | 8.01 Other Events | 8.01 On November 26, 2012, Patheon Inc. issued a press release announcing the commencement of a cash tender offer for its 8.625% Senior Secured Notes due 2017. | d444420d8k.htm |
| 2012-11-19 | 8-K | 2012-11-19 | 8.01 Other Events | 8.01 On November 19, 2012, Patheon Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) the prospectus supplement and accompanying base prospectus (the “Prospectus”) relating to the rights offering to the holders of its restricted voting shares as of the record date of November 27, 2012. | d439239d8k.htm |
| 2012-11-19 | 8-K | 2012-11-19 | 8.01 Other Events | 8.01 On November 19, 2012, Patheon Inc. (the “Company”) issued a press release announcing a $30 million rights offering to the holders of its restricted voting shares as of the record date of November 27, 2012. | d439223d8k.htm |
| 2012-11-19 | 8-K | 2012-11-16 | 9.01 Financial Statements and Exhibits | 9.01 Due to the estimated significance of the proposed acquisition (the “Acquisition”) by Patheon Inc. (the “Company”) of Sobel USA Inc. (“Sobel USA”) and Banner Pharmacaps Europe B.V. (“Banner Europe”), which is more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2012, and the probable nature of the Acquisition occurring, the Company is filing the below historical financial statements of each of Sobel USA and Banner Europe and the unaudited pro forma condensed combined financial statements giving effect to the Acquisition, even though the Acquisition has not yet been consummated. | d439182d8k.htm |
| 2012-11-13 | 8-K | 2012-11-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 As previously disclosed on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators October 29, 2012, Patheon Inc. (the “Company”) is currently in the process of seeking to refinance its existing credit arrangements in connection with its previously announced acquisition of Sobel USA Inc. and Banner Pharmacaps Europe B.V. (together, “Banner”). | d438034d8k.htm |
| 2012-10-29 | 8-K | 2012-10-28 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.02 On October 29, 2012, the Company issued a press release regarding the Company’s entry into the Purchase Agreement (the “Acquisition Press Release”) and a separate press release regarding the Refinancing and related matters (the “Refinancing Press Release”), including certain financial guidance and disclosure regarding previously completed fiscal quarters. 7.01 As disclosed in the Acquisition Press Release and the Refinancing Press Release (each of which are attached hereto and incorporated by reference herein), the Company plans to host a conference call at 8:30 a.m. | d430517d8k.htm |
| 2012-10-02 | 8-K | 2012-10-02 | 8.01 Other Events | 8.01 Prior to its fiscal year ending October 31, 2012, Patheon Inc. (the “Company”) prepared its annual consolidated financial statements in conformity with accounting principles generally accepted in Canada and provided a supplemental reconciliation to accounting principles generally accepted in the United States (“U.S. GAAP”). | d419220d8k.htm |
| 2012-09-13 | 8-K | 2012-09-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On September 13, 2012, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended July 31, 2012. 7.01 As previously announced and as disclosed in the press release attached hereto as Exhibit 99.1, the Company plans to hold a conference call at 8:30 a.m. | d408917d8k.htm |
| 2012-08-17 | 8-K | 2012-08-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 13, 2012, Patheon Inc. (the “Company”) announced that Mark J. Kontny, Ph.D., President, Global Pharmaceutical Development Services and Chief Scientific Officer, is no longer employed by the Company, effective as of this date. | d397157d8k.htm |
| 2012-06-13 | 8-K | 2012-06-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On June 13, 2012, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended April 30, 2012. 7.01 As previously announced and as disclosed in the press release attached hereto as Exhibit 99.1, the Company plans to hold a conference call at 10:00 a.m. | d365451d8k.htm |
| 2012-05-09 | 8-K | 2012-05-08 | 2.05 Costs Associated with Exit or Disposal Activities; 2.06 Material Impairments | 2.05 As previously disclosed, Patheon Inc. (the “Company”) continues to implement its corporate transformation strategy across its commercial and pharmaceutical development services (“PDS”) networks to enhance capacity utilization, focus capital investments on its core business, and accelerate operational excellence programs to increase efficiency, meet customer needs, and improve its cost structure. 2.06 The information regarding the impairment charge discussed above in Item 2.05 of this Current Report on Form 8-K is incorporated into this Item 2.06 by reference. | d349765d8k.htm |
| 2012-03-27 | 8-K | 2012-03-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 22, 2012, Patheon Inc. (the “Company”) held its 2012 Annual and Special Meeting of Shareholders (the “Meeting”) to (i) elect nine directors; (ii) appoint Ernst & Young LLP as auditors and authorize the directors to fix their remuneration; (iii) hold an advisory (non-binding) vote to approve executive compensation; and (iv) hold an advisory (non-binding) vote on the frequency of future advisory (non-binding) shareholder votes on executive compensation. | d321430d8k.htm |
| 2012-03-09 | 8-K | 2012-03-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On March 9, 2012, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three months ended January 31, 2012. | d312377d8k.htm |
| 2012-02-15 | 8-K | 2012-02-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 15, 2012, Patheon Inc. (the “Company”) announced the appointment of Stuart Grant as its Executive Vice President, Chief Financial Officer, effective immediately. | d301202d8k.htm |
| 2012-02-14 | 8-K | 2012-02-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 13, 2012, Ramsey A. Frank, a member of the Board of Directors (the “Board”) of Patheon Inc. (the “Company”) notified the Board that, in connection with his resignation as a Managing Director of JLL Partners, Inc., he would be resigning from the Board effective immediately. | d301863d8k.htm |
| 2011-12-19 | 8-K | 2011-12-19 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On December 19, 2011, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three months and fiscal year ended October 31, 2011. | d269997d8k.htm |
| 2011-11-04 | 8-K | 2011-11-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 1, 2011, Eric W. Evans notified Patheon Inc. (the “Company”) of his intent to resign, effective as of that date, as the Company’s Chief Financial Officer. | d250003d8k.htm |
| 2011-10-06 | 8-K | 2011-10-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously announced, on October 5, 2011, Peter T. Bigelow, the President, North American Operations, for Patheon Inc. (the “Company”) notified the Company that he plans to resign from his positions with the Company and all of its subsidiaries, effective November 1, 2011, to pursue other opportunities. | d240808d8k.htm |
| 2011-09-09 | 8-K | 2011-09-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On September 9, 2011, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended July 31, 2011 and an update on the Company’s strategy. | d230176d8k.htm |
| 2011-06-10 | 8-K | 2011-06-10 | 2.02 Results of Operations and Financial Condition | 2.02 On June 10, 2011, Patheon Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended April 30, 2011. | d8k.htm |