PHARMACYCLICS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-05-26: Form 8-K; Period of report 2015-05-26; Description 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2015-05-01: Form 8-K; Period of report 2015-05-01; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2015-03-23: Form 8-K; Period of report 2015-03-22; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2015-03-17: Form 8-K; Period of report 2015-03-16; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-05-26 | 8-K | 2015-05-26 | 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 The Offer and withdrawal rights expired as scheduled at 5:00PM, New York City time, on May 22, 2015 (the “Expiration Time”). 3.01 On May 26, 2015, as a result of the transactions described in Item 2.01 of this Current Report on Form 8-K, which are incorporated by reference herein, Pharmacyclics requested that the NASDAQ Global Market (“NASDAQ”) remove the Pharmacyclics shares from listing on NASDAQ and requested that NASDAQ file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the Pharmacyclics shares. 3.03 As a result of the consummation of the First Merger and at the Effective Time, each Pharmacyclics share that was outstanding immediately prior to the Effective Time and not validly tendered and not withdrawn pursuant to the Offer (other than Cancelled Shares) was cancelled and extinguished and automatically converted into the right to receive (i) the all-cash consideration, (ii) the all-stock consideration or (iii) the mixed consideration, subject in each case to the election procedures and, in the case of elections of the all-cash consideration or the all-stock consideration, to the proration procedures described in the Merger Agreement. 5.01 As a result of Offeror’s acceptance for payment of all Pharmacyclics shares that were validly tendered and not withdrawn in accordance with the terms of the Offer, a change in control of Pharmacyclics occurred. 5.03 On May 26, 2015, pursuant to the Merger Agreement and as a result of the Mergers, Pharmacyclics became a limited liability company organized under the laws of the State of Delaware. 8.01 On May 26, 2015, AbbVie issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. | a15-12704_18k.htm |
| 2015-05-01 | 8-K | 2015-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 On May 1, 2015, Pharmacyclics, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the first quarter ended March 31, 2015. | form8k07380004_05012015.htm |
| 2015-03-23 | 8-K | 2015-03-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d896897d8k.htm |
| 2015-03-17 | 8-K | 2015-03-16 | 8.01 Other Events | 8.01 On March 16, 2015, Pharmacyclics, Inc. (the “Company”) announced that an Independent Data Monitoring Committee reviewed and assessed HELIOS (CLL3001), an international, Phase III, randomized, double-blind, placebo-controlled trial evaluating IMBRUVICA® (ibrutinib) in combination with bendamustine and rituximab (“BR”) versus placebo in combination with BR in patients with chronic lymphocytic leukemia or small lymphocytic lymphoma, and unanimously recommended that the study be unblinded based on clinically meaningful and statistically significant treatment benefit in the IMBRUVICA arm. | form8k07380004_03162015.htm |
| 2015-03-06 | 8-K | 2015-03-04 | 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 March 4, 2015, Pharmacyclics, Inc., a Delaware corporation (“Pharmacyclics”), AbbVie Inc., a Delaware corporation (“AbbVie”), Oxford Amherst Corporation, a Delaware corporation and a direct wholly owned subsidiary of AbbVie (“Purchaser”) and Oxford Amherst LLC, a Delaware limited liability company and a direct wholly owned subsidiary of AbbVie (“Merger Sub 2” and, together with Purchaser, the “Merger Subs”) entered into an Agreement and Plan of Reorganization (the “Merger Agreement”). 5.02 On March 4, 2015, the Pharmacyclics Board approved and adopted the Pharmacyclics, Inc. Change in Control Severance Plan (the “Severance Plan”), effective as of March 4, 2015. 5.03 On March 4, 2015, the Pharmacyclics Board approved an amendment to the Amended and Restated Bylaws of Pharmacyclics (the “Bylaw Amendment”), which became effective immediately. 8.01 This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of Pharmacyclics common stock. | d885732d8k.htm |
| 2015-03-05 | 8-K | 2015-03-04 | 8.01 Other Events | 8.01 On March 4, 2015, Pharmacyclics, Inc., a Delaware corporation (“Pharmacyclics”), and AbbVie Inc., a Delaware corporation (“AbbVie”), issued a joint press release announcing the execution of an Agreement and Plan of Reorganization. | d885940d8k.htm |
| 2015-02-20 | 8-K | 2015-02-18 | 7.01 Regulation FD Disclosure | 7.01 On February 18, 2015, Pharmacyclics, Inc. (the “Company”) held its quarterly earnings call to discuss the financial results from its fourth quarter and year ended December 31, 2014. | form8k07380004a_02182015.htm |
| 2015-02-18 | 8-K | 2015-02-18 | 2.02 Results of Operations and Financial Condition | 2.02 On February 18, 2015, Pharmacyclics, Inc., a Delaware corporation (the “Company”), issued a press release regarding its financial results for its fourth quarter and year ended December 31, 2014. | form8k07380004_02182015.htm |
| 2015-02-02 | 8-K | 2015-01-29 | 8.01 Other Events | 8.01 On January 29, 2015, Pharmacyclics, Inc. (the “Company”) announced that the U.S. Food and Drug Administration (the “FDA”) has granted single-agent IMBRUVICA® (ibrutinib) regular (full) approval in all lines of therapy as the first and only treatment for patients with Waldenstrom’s macroglobulinemia, a rare, indolent type of B-cell lymphoma. | form8k07380004_01292015.htm |
| 2015-01-23 | 8-K | 2015-01-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 16, 2015, the Compensation Committee of Pharmacyclics, Inc. (the “Company”) approved the grant of Restricted Stock Units pursuant to the 2014 Equity Incentive Award Plan (the “RSUs”) to certain of the Company’s officers including in the following amounts: (i) 15,000 to Mahkam Zanganeh, the Company’s Chief Operating Officer and (ii) 22,000 to Manmeet Soni, the Company’s Chief Financial Officer and Treasurer. | form8k07380004_01162015.htm |
| 2015-01-20 | 8-K | 2015-01-20 | 7.01 Regulation FD Disclosure | 7.01 In December 2011 Pharmacyclics, Inc. (“Pharmacyclics”) and Janssen Biotech, Inc. and its affiliates (“Janssen”), one of the Janssen Pharmaceutical companies of Johnson & Johnson, entered into a Collaboration Agreement (the “Agreement”) for the development and commercialization of IMBRUVICA®. | pcyc8k_jan202015.htm |
| 2015-01-13 | 8-K | 2015-01-12 | 2.02 Results of Operations and Financial Condition | 2.02 On January 12, 2015, Pharmacyclics, Inc. (the “Company”) provided its preliminary unaudited 2014 U.S. net product revenue results and 2015 U.S. net product revenue outlook at the 33rd Annual J.P. Morgan Healthcare Conference. | form8k07380004b_01122015.htm |
| 2015-01-13 | 8-K | 2015-01-12 | 7.01 Regulation FD Disclosure | 7.01 On January 12, 2015, Pharmacyclics, Inc. (the “Company”) made a presentation entitled “Capitalizing on the Value of Patient-Friendly Therapy” at the 33rd Annual J.P. Morgan Healthcare Conference located in San Francisco, California, highlighting, among other things, the Company’s accomplishments and developments related to the Company’s first commercial product, IMBRUVICA®. | form8k07380004_01122015.htm |