Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction to this Current Report on Form 8-K (the "Introduction") is incorporated into this Item 2.01 by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introduction and in Item 5.03 to this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Effective as of the effective time of the Merger (the "Effective Time"), each
share of Company common stock (a "Share") issued and outstanding immediately
prior to the Effective Time (other than certain excluded shares as described in
the Merger Agreement) was automatically converted into the right to receive (1)
The CVRs are not transferable except under certain limited circumstances, will not be evidenced by a certificate or other instrument and will not be registered or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Parent, Merger Sub, the Company or any of their affiliates.
Each CVR represents the right to receive (1)
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There can be no assurance that the Clinical Trial Milestone will be achieved during the Clinical Trial Milestone Period or that the Regulatory Approval Milestone will be achieved during the Regulatory Approval Milestone Period, and that the resulting payments will be required of Parent.
In addition, at the Effective Time, each (i) compensatory option to purchase
Shares (a "Company Stock Option") that was then outstanding, unexercised and
vested (or which, pursuant to its terms or the terms of a contract in effect on
At the Effective Time, each (i) Company Stock Option other than an In the Money
Option that was then outstanding, unexercised and vested (or which, pursuant to
its terms or the terms of a contract in effect on
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introduction and under Item 2.01, 3.03 and 5.02 to this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
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As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement.
In connection with the consummation of the Merger and as contemplated by the
Merger Agreement (and not because of any disagreement with the Company), all of
the directors of the Company ceased to be directors of the Company as of the
Effective Time. In accordance with the terms of the Merger Agreement, at the
Effective Time, the directors of Merger Sub became directors of the Company.
Immediately following the Effective Time, the Company's board of directors
consisted of
Also in connection with the consummation of the Merger and as contemplated by
the Merger Agreement (and not because of any disagreement with the Company), all
of the officers of the Company ceased to be officers of the Company as of the
Effective Time. In accordance with the terms of the Merger Agreement, at the
Effective Time, the officers of Merger Sub became officers of the Company.
Immediately following the Effective Time, the Company's officers consisted of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation set forth on Exhibit A to the Merger Agreement (the "Amended and Restated Certificate of Incorporation") in accordance with the terms of the Merger Agreement. In addition, at the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated to be identical to the bylaws of Merger Sub, other than the name of Merger Sub, which was replaced by the name of the Company (the "Amended and Restated Bylaws"). Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation ofAchillion Pharmaceuticals, Inc. 3.2 Amended and Restated Bylaws ofAchillion Pharmaceuticals, Inc.
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