VVUS VIVUS Inc

 

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 22, 2015

 

 

VIVUS, INC.

(Exact name of registrant as specified in its charter)

 

 

351 EAST EVELYN AVENUE

MOUNTAIN VIEW, CA 94041

(Address of principal executive offices, including zip code)

 

(650) 934-5200

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

o 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

 

On September 22, 2015, VIVUS, Inc. issued a press release titled “VIVUS, INC. BOARD OF DIRECTORS EXPRESSES NO OPINION AND REMAINS NEUTRAL TOWARD ICAHN GROUP’S UNSOLICITED OFFER TO PURCHASE 4.50% CONVERTIBLE SENIOR NOTES.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01.  Financial Statements and Exhibits

 

(d) Exhibits

 

99.1     Press Release issued by VIVUS, Inc. dated September 22, 2015.

 

2

 

SIGNATURE

 

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.

 

 

	VIVUS, Inc.
Date: September 22, 2015	By:	/s/ John L. Slebir
		John L. Slebir Senior Vice President, Business Development and General Counsel

 

3

 

EXHIBIT INDEX

 

Number		Description
99.1		Press Release issued by VIVUS, Inc. dated September 22, 2015.

 

4

Exhibit 99.1

 

 

VIVUS, INC. BOARD OF DIRECTORS EXPRESSES NO OPINION
AND REMAINS NEUTRAL TOWARD ICAHN GROUP’S UNSOLICITED OFFER
TO PURCHASE 4.50% CONVERTIBLE SENIOR NOTES

 

MOUNTAIN VIEW, Calif., September 22, 2015 - VIVUS, Inc. (NASDAQ: VVUS; the “Company”), a biopharmaceutical company commercializing and developing innovative, next-generation therapies to address unmet needs in obesity, sleep apnea and sexual health, announced today that its Board of Directors has determined that it expresses no opinion and remains neutral toward the unsolicited tender offer by IEH Biopharma LLC, a Delaware limited liability company and wholly-owned subsidiary of Icahn Enterprises Holdings L.P. (together, the “Icahn Group”), to purchase any and all of VIVUS’s 4.50% Convertible Senior Notes due 2020.

 

The Company noted that its Board believes each noteholder should make their own decision as to whether to tender in connection with the Icahn Group’s unsolicited tender offer based on the noteholder’s particular circumstances. It further indicated that its Board believes the determination is a financial decision to be made by each noteholder based on the terms of the tender and the cash price being offered by the Icahn Group. Accordingly, the Board concluded that it would be appropriate to remain neutral as to whether the noteholders should or should not tender the notes.

 

The Board, however, strongly urges the Company’s noteholders to consider carefully all aspects of the Icahn Group’s offer before deciding for themselves whether to tender.

 

Any forward-looking statements in this press release are based on current information as of the date of this press release, and VIVUS does not undertake any obligation to update any forward-looking statements to reflect new information or future developments or events, except as required by law. The reader is cautioned not to rely on these forward-looking statements.

 

The announcements contained in this press release were made pursuant to Rule 14e-2 under the Securities Exchange Act of 1934, as amended.

 

About VIVUS

 

VIVUS is a biopharmaceutical company commercializing and developing innovative, next-generation therapies to address unmet needs in obesity, sleep apnea and sexual health. For more information about the Company, please visit www.vivus.com.