SERACARE LIFE SCIENCES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-04-25: Form 8-K; Period of report 2012-04-24; Description 8.01 Other Events; Details 8.01.
- 2012-04-24: Form 8-K; Period of report 2012-04-18; 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; 5.02 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; 5.07 Submission of Matters to a Vote of Security Holders; Details 2.01.
- 2012-03-05: Form 8-K; Period of report 2012-03-01; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2012-02-28: Form 8-K; Period of report 2012-02-27; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-04-25 | 8-K | 2012-04-24 | 8.01 Other Events | 8.01 On April 24, 2012, SeraCare Life Sciences, Inc. (the "Company") issued a press release announcing the appointment of Charlie Mamrak as Chief Executive Officer and Harold (Bud) Ingalls as Chief Financial Officer. | v310640_8k.htm |
| 2012-04-24 | 8-K | 2012-04-18 | 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; 5.07 Submission of Matters to a Vote of Security Holders | 2.01 At a special meeting of stockholders held on April 18, 2012 (the “Special Meeting”), the stockholders of SeraCare Life Sciences, Inc., a Delaware corporation (the “Company”), adopted the Agreement and Plan of Merger dated as of February 12, 2012 (as amended, the “Merger Agreement”) by and among the Company, Project Plasma Holdings Corporation, a Delaware corporation (“Parent”), and Project Plasma Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the merger contemplated thereby (the “Merger”). 3.01 In connection with the Merger, on April 20, 2012, the Company submitted a written request to The NASDAQ Stock Market LLC (“NASDAQ”) for NASDAQ to cease trading of the Company’s common stock on the NASDAQ Capital Market, to suspend the listing of the Company’s common stock and to file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist the Company’s common stock from the NASDAQ Capital Market and deregister the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 Upon the effective time of the Merger, holders of the Company’s common stock, restricted stock and stock options immediately prior to such effective time ceased to have any rights as stockholders of the Company (other than their right to receive the Per Share Merger Consideration or, in the case of each outstanding stock option, the option consideration equal to the excess of $4.00 over the per share exercise price of such option), and, accordingly, such holders no longer have any interest in the Company’s future earnings or growth. 5.01 The information in Items 2.01, 3.01 and 3.03 is incorporated herein by reference. 5.02 Upon the effective time of the Merger and pursuant to the terms of the Merger Agreement, each of the directors of the Company was removed and the directors of Merger Sub became the directors of the Company. 5.03 Pursuant to the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation was amended and restated in its entirety as set forth in Exhibit A to the Merger Agreement. 5.07 On April 18, 2012, the Company held the Special Meeting to adopt the Merger Agreement. | v310256_8k.htm |
| 2012-03-05 | 8-K | 2012-03-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 On March 1, 2012, SeraCare Life Sciences, Inc. (the “Company”) entered into a First Amendment Agreement (the “Amendment”) relating to the Loan Agreement (the “Loan Agreement”, as amended by the Amendment, the “Amended Loan Agreement”) dated as of December 30, 2010, by and among the Company, as borrower, the lenders from time to time party thereto (which are currently Middlesex Savings Bank and Commerce Bank and Trust Company), and Middlesex Savings Bank, as letter of credit issuer and as administrative agent for the lenders. | v304762_8k.htm |
| 2012-02-28 | 8-K | 2012-02-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v303991_8-k.htm |
| 2012-02-14 | 8-K | 2012-02-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v302363_8-k.htm |
| 2012-02-13 | 8-K | 2012-02-13 | 8.01 Other Events | 8.01 On February 12, 2012, SeraCare Life Sciences, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Project Plasma Holdings Corporation, a Delaware corporation (“Parent”), and Project Plasma Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | v302364_8k.htm |
| 2012-02-10 | 8-K | 2012-02-10 | 2.02 Results of Operations and Financial Condition | 2.02 On February 10, 2012, we issued a press release announcing our financial results for the quarter ended December 31, 2011. | v301966_8k.htm |