Current Report Filing (8-k)
October 01 2015 - 4:09PM
Edgar (US Regulatory)
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
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Date of Report (Date of Earliest Event Reported):
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October 1, 2015
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OPKO Health, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-33528
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75-2402409
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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4400 Biscayne Blvd., Miami, Florida
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33137
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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(305) 575-4100
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Not Applicable
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Former name or former address, if changed 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On October 1, 2015, OPKO Health, Inc. (the Company) announced that its 3.0% Convertible
Senior Notes due 2033 (the Notes) continue to be convertible by holders of such Notes through
December 31, 2015. A copy of the press release dated October 1, 2015 announcing the extension of
the conversion right is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description |
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99.1 |
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Press Release of the Company, dated October 1, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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OPKO Health, Inc.
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October 1, 2015
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By:
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Adam Logal
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Name: Adam Logal
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Title: Senior Vice President-Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release of the Company, dated October 1, 2015
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Conversion Right Extended on OPKO 3.0% Convertible Senior Notes
MIAMI October 1, 2015 OPKO Health, Inc. (NYSE: OPK) today announced that the Companys 3.0%
Convertible Senior Notes due 2033 (the Notes) continue to be convertible by holders of such Notes
through December 31, 2015. The Company has elected to satisfy its conversion obligation under the
Notes in shares of the Companys Common Stock.
This conversion right has been extended because the closing price per share of the Companys Common
Stock has exceeded $9.19, or 130% of the applicable conversion price of $7.07, for at least 20 of
30 consecutive trading days during the quarter ended September 30, 2015. The Company had previously
announced that this conversion right had been triggered during the quarters ended March 31, 2015
and June 30, 2015. The Notes will continue to be convertible until December 31, 2015, and may be
convertible thereafter, if one or more of the conversion conditions specified in the Indenture,
dated as of January 30, 2013, by and between the Company and Wells Fargo Bank N.A., is satisfied
during future measurement periods. Pursuant to the Indenture, a holder who elects to convert the
Notes will receive 141.4827 shares of the Companys Common Stock plus such number of additional
shares as is applicable on the conversion date per $1,000 principal amount of Notes based on the
early conversion provisions in the Indenture.
Wells Fargo Bank, National Association is the trustee for the holders of the Notes and the
conversion agent under the Indenture. All questions relating to the mechanics of the conversion for
the Notes should be directed to Wells Fargo Bank National Association, Attn: Barry Somrock at
CMESCONVERSIONS@wellsfargo.com.
This press release is only a summary of certain provisions of the Notes and the Indenture. A
complete explanation of the conversion rights of holders of the Notes, as well as the procedures
required to convert the Notes, is set forth in the Indenture. All holders are urged to review the
conversion provisions contained in the Indenture in its entirety.
ABOUT OPKO HEALTH, INC.
OPKO is a multinational biopharmaceutical and diagnostics company that seeks to establish industry
leading positions in large, rapidly growing markets by leveraging its discovery, development and
commercialization expertise and novel and proprietary technologies. For more information, visit
http://www.opko.com.
SAFE HARBOR STATEMENT
This press release includes forward looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, which are subject to risk and uncertainties that could
cause actual results to differ materially from those anticipated. Such statements may relate to
OPKOs plans, objectives and expected financial and operating results, including statements
regarding the Notes and whether conversion conditions will be met in the future. The words may,
could, would, will, believe, anticipate, estimate, expect, intend, plan, and
similar expressions or variations thereof are intended to identify forward-looking statements.
Investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, many of which are beyond OPKOs ability to
control. The risks and uncertainties that may affect forward looking statements include, but are
not limited to: currency fluctuations, volatility in the trading price for our common stock and the
Notes, global economic and political conditions, marketing demand for OPKOs products and services,
long sales cycles, new product development, assimilating future acquisitions, maintaining
relationships with customers and partners, and increased competition. For more details about the
risks and uncertainties related to OPKOs business, refer to OPKOs filings with the Securities and
Exchange Commission. OPKO undertakes no obligation to publicly update or revise any forward looking
statements, whether as a result of new information, future events or otherwise.
OPKO Health, Inc.
Steve D. Rubin or Adam Logal, 305-575-4100
Source: OPKO Health, Inc.
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