Item 1.01. Entry into a Material Definitive Agreement
In connection with the consummation of the Merger, the Company and
The First Supplemental Indenture provides that, from and after the effective
time of the Merger (the "Effective Time"), the right to convert each
The First Supplemental Indenture also provides that the Company irrevocably elects to eliminate Cash Settlement and Combination Settlement (each as defined in the Indenture) and that its obligations to convert the Notes will be satisfied solely by Physical Settlement (as defined in the Indenture).
The foregoing description of the Indenture and the First Supplemental Indenture
does not purport to be complete and is subject to, and qualified in its
entirety, by the full text of the Indenture, which was included as Exhibit 4.1
to the Company's Current Report on Form 8-K, filed with the
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Item 2.01. Completion of Acquisition or Disposition of Assets Entry
At the Effective Time, each Company Share outstanding immediately prior to the
Effective Time (other than Company Shares (i) owned by Parent, the Company or
any of their respective wholly owned subsidiaries immediately prior to the
Effective Time or (ii) owned by Company stockholders who were entitled to demand
and properly and validly demanded their appraisal rights for such Company Shares
under
In addition, effective as of the Effective Time, (i) each outstanding Company
stock option with an exercise price per share less than
The total transaction value of the Offer and the Merger (net of the Company's
cash) is approximately
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by the full text of the
Merger Agreement (including all annexes and exhibits thereto), a copy of which
was filed as Exhibit 2.1 of the Current Report on Form 8-K filed by the Company
with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On
Additionally, the Company intends to file with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, holders of Company Shares immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Offer Price for each Company Share held, pursuant to the Merger Agreement).
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Item 5.01. Changes in Control of Registrant.
The information set forth under the Introductory Note and under Items 2.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
At the Effective Time, as a result of the Merger,
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Directors
As of the Effective Time, in accordance with the Merger Agreement, each member
of the board of directors of the Company (the "Board") resigned from the Board
and from all committees of the Board on which such directors served. The members
of the Board immediately prior to the Effective Time were
Immediately following the Effective Time, in accordance with the Merger
Agreement,
Officers
As of the Effective Time, in accordance with the Merger Agreement, the executive officers of the Company immediately prior to the Merger remained in their respective positions as the executive officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, as of the Effective Time, the Fifth Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (as so amended and restated, the "Amended and Restated Certificate of Incorporation"). The Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.
In addition, as of the Effective Time, in accordance with the Merger Agreement, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Bylaws"). The Bylaws, as so amended and restated, are filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
In accordance with General Instruction G(3) of Form 10-K, the Company will file
an amendment to our Form 10-K for the fiscal year ended
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits 2.1 Agreement and Plan of Merger, datedJanuary 18, 2022 , among UCB S.A.,Zinc Merger Sub, Inc. andZogenix, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onJanuary 19, 2022 )* 3.1 Amended and Restated Certificate of Incorporation ofZogenix, Inc. 3.2 Bylaws ofZogenix, Inc. 4.1 First Supplemental Indenture, datedMarch 7, 2022 , by and betweenZogenix, Inc. andU.S. Bank Trust Company, National Association , as trustee 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* The schedules to the Agreement and Plan of Merger have been omitted from this
filing pursuant to Item 601(b)(2)(ii) of Regulation S-K.
furnish copies of any such schedules to the
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