Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 4, 2015

QLT Inc.

(Exact Name of Registrant as specified in its charter)

British Columbia, Canada

000-17082

N/A

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

887 Great Northern Way, Suite 250, Vancouver, B.C.

Canada, V5T 4T5

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 707-7000

Not Applicable

(Registrant’s name or former address, if change since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

As previously reported, on August 26, 2015, QLT Inc. (“QLT” or the “Company”) entered into a Second Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) among QLT, InSite Vision Incorporated, a Delaware corporation (“InSite Vision”), and Isotope Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of QLT (“AcquireCo”). The Merger Agreement provides for a business combination whereby AcquireCo will be merged with and into InSite Vision (the “Merger”). As a result of the Merger, the separate corporate existence of AcquireCo will cease and InSite Vision will continue as the surviving corporation and an indirect wholly owned subsidiary of the Company.

On September 3, 2015, QLT issued a press release announcing that it has been advised by InSite Vision that InSite Vision has received a second unsolicited offer from the multi-national pharmaceutical company (the “Bidder”) which initially made an unsolicited offer, as announced in QLT’s press release on August 10, 2015, to acquire all of the issued and outstanding shares of InSite Vision (the “Proposal”). On September 4, 2015, QLT issued a press release announcing that it has been advised by InSite Vision that the board of directors of InSite Vision has determined, in good faith, after consultation with its independent financial and legal advisors, that the Proposal constitutes a “Company Superior Proposal”, as defined in the Merger Agreement.

Under the Merger Agreement, QLT has the option until 5:00 p.m. PDT on Thursday, September 10, 2015 (the “Negotiation Period”), to negotiate a possible amendment to the terms of the Merger Agreement. InSite Vision has advised QLT that it intends to negotiate in good faith with QLT during the Negotiation Period. InSite Vision has also advised QLT that if at the end of the Negotiation Period the Proposal continues to be a “Company Superior Proposal”, then InSite Vision intends to terminate the Merger Agreement in order to enter into an agreement with the Bidder, and pay a termination fee to QLT in the amount of $2,667,000. In this event, InSite Vision will also be required to pay to QLT all principal and interest owing by InSite Vision to QLT under the June 8, 2015 secured loan advanced in connection with the Merger Agreement.

The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number		Description
99.1		Press Release dated September 4, 2015

Important Information For Investors And Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the transactions referred to in this material, the Company has filed a registration statement on Form S-4 with the SEC containing a proxy statement of InSite Vision that also constitutes a preliminary prospectus of the Company. After the registration statement is declared effective InSite Vision will mail a definitive proxy statement/prospectus to stockholders of InSite Vision. This material is not a substitute for the proxy statement/prospectus or registration statement or for any other document that the Company or InSite Vision may file with the SEC and send to the Company’s and/or InSite Vision’s stockholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS OF QLT AND INSITE VISION ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by the Company or InSite Vision through the website maintained by the SEC at http://www.sec.gov and, in the Company’s case, also on the System for Electronic Document Analysis Retrieval (“SEDAR”) website maintained by the Canadian Securities Administrators at www.sedar.com. QLT shareholders may also obtain these documents, free of charge, from the Company’s website at www.qltinc.com under the heading “Investors” and then under the heading “Proxy Circulars” or upon request directly to the Company to the attention of “QLT Investor Relations,” 887 Great Northern Way, Suite 250, Vancouver, British Columbia, Canada, V5T 4T5. Copies of the documents filed with the SEC by InSite Vision are available free of charge on InSite Vision’s website at www.InSiteVision.com or by contacting InSite Vision at 510-747-1220.

QLT and InSite Vision and certain of their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the

directors and executive officers of QLT is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015. Information about the directors and executive officers of InSite Vision is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 18, 2015. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, have been included in the proxy statement and other relevant materials filed with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

QLT INC.

By:	/s/ Geoffrey Cox
Name:	Geoffrey Cox
Title:	Interim Chief Executive Officer

Date: September 4, 2015

Exhibit 99.1

News release

QLT PROVIDES ADDITIONAL UPDATE ON ITS PROPOSED ACQUISITION OF INSITE VISION INCORPORATED

For Immediate Release

September 4, 2015

VANCOUVER, CANADA — QLT Inc. (NASDAQ: QLTI; TSX: QLT) (“QLT” or the “Company”) announces that it has been advised by InSite Vision Incorporated (“InSite”) that the board of directors of InSite has determined, in good faith and after consultation with its independent financial and legal advisors, that the second unsolicited offer, as announced in QLT’s press release on September 3, 2015, from the multi-national pharmaceutical company (the “Bidder”) to acquire all of the issued and outstanding shares of InSite (the “New Proposal”) constitutes a “Company Superior Proposal”, as defined in the Amended and Restated Agreement and Plan of Merger, dated June 8, 2015, by and among Insite, QLT and Isotope Acquisition Corp., as amended and restated on July 16, 2015 and August 26, 2015 (the “Amended and Restated Merger Agreement”).

Under the Amended and Restated Merger Agreement, QLT has the option until 5:00 p.m. PDT on Thursday, September 10, 2015 (the “Negotiation Period”), to negotiate a possible amendment to the terms of the Amended and Restated Merger Agreement. InSite has advised QLT that it intends to negotiate in good faith with QLT during the Negotiation Period. If at the end of the Negotiation Period such amended QLT proposal results in the New Proposal not being a “Company Superior Proposal” under the Amended and Restated Merger Agreement, InSite and QLT will enter into an agreement to reflect the amended terms of the transaction. InSite has advised QLT that if at the end of the Negotiation Period the New Proposal continues to be a “Company Superior Proposal”, then InSite intends to terminate the Amended and Restated Merger Agreement in order to enter into an agreement with the Bidder and pay a termination fee to QLT in the amount of $2,667,000. In this event, InSite will also be required to pay to QLT all principal and interest owing by InSite to QLT under the June 8, 2015 secured loan advanced in connection with the Amended and Restated Merger Agreement.

QLT is considering its position with respect to the New Proposal, and will keep the market apprised of further developments.

About QLT

QLT is a biotechnology company dedicated to the development and commercialization of innovative ocular products that address the unmet medical needs of patients and clinicians worldwide. We are focused on developing our synthetic retinoid program for the treatment of certain inherited retinal diseases.

QLT’s head office is based in Vancouver, Canada and the Company is publicly traded on NASDAQ Stock Market (symbol: QLTI) and the Toronto Stock Exchange (symbol: QLT). For more information about the Company’s products and developments, please visit our web site at www.qltinc.com.

Important Information For Investors And Stockholders

website maintained by the SEC at http://www.sec.gov and, in the Company’s case, also on the System for Electronic Document Analysis Retrieval (“SEDAR”) website maintained by the Canadian Securities Administrators at www.sedar.com. QLT shareholders may also obtain these documents, free of charge, from the Company’s website at www.qltinc.com under the heading “Investors” and then under the heading “Proxy Circulars” or upon request directly to the Company to the attention of “QLT Investor Relations,” 887 Great Northern Way, Suite 250, Vancouver, British Columbia, Canada, V5T 4T5. Copies of the documents filed with the SEC by InSite Vision are available free of charge on InSite Vision’s website at www.InSiteVision.com or by contacting InSite at 510-747-1220.

QLT and InSite and certain of their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of QLT is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015. Information about the directors and executive officers of InSite Vision is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 18, 2015. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, have been included in the proxy statement and other relevant materials filed with the SEC.

Cautionary Statements Related to Forward-Looking Statements

Certain statements in this document may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and may constitute “forward looking information” within the meaning applicable Canadian securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe”, “anticipate”, “should”, “will”, “may”, “intend”, “would”, “could”, and “potential” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements and you should not place undue reliance on any such forward-looking statements. Additional information on these risks and uncertainties can be found in QLT’s and InSite’s respective filings with the SEC, including QLT’s and InSite’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. QLT assumes no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

QLT Inc. Contacts:

For Investors:

Andrea Rabney or David Pitts

Argot Partners

P: 212-600-1902

andrea@argotpartners.com

david@argotpartners.com

For Media:

Chuck Burgess or Mike Pascale

Abernathy MacGregor

P:212-371-5999

clb@abmac.com