- Current report filing (8-K)
September 13 2010 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 10,
2010
BIOSPHERE MEDICAL, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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000-23678
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04-3216867
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1050 Hingham Street
Rockland, Massachusetts
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02370
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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:
(781)
681-7900
(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:
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
2.01 Completion of
Acquisition or Disposition of Assets.
As previously disclosed, BioSphere Medical, Inc.,
a Delaware corporation (BioSphere) entered into an Agreement and Plan of
Merger (the Merger Agreement), dated as of May 13, 2010, by and among BioSphere,
Merit Medical Systems, Inc., a Utah corporation (Merit Medical), and
Merit BioAcquisition Co. (BioAcquisition), a Delaware corporation and wholly
owned subsidiary of Merit Medical. At a
special meeting of stockholders held on September 3, 2010, BioSpheres
stockholders adopted the Merger Agreement.
On September 10, 2010, in accordance with the Merger Agreement and
pursuant to the Delaware General Corporation Law, BioAcquisition merged with
and into BioSphere (the Merger), with BioSphere continuing as the surviving
corporation of the Merger and a wholly owned subsidiary of Merit Medical.
Item
3.01. Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
The
information disclosed in Item 2.01 of this Current Report on Form 8-K is hereby
incorporated by reference.
On September 10, 2010, BioSphere notified The
Nasdaq Global Market (Nasdaq) of the consummation of the Merger and requested
that trading in BioSphere common stock, $0.01 par value per share (the Common
Stock), be suspended and that the Common Stock be withdrawn from listing on
Nasdaq as of the close of market on September 10, 2010. Nasdaq has filed with the Securities and
Exchange Commission (SEC) a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act of
1934, as amended (the Exchange Act), on Form 25 to delist and deregister
the Common Stock. As a result, the
Common Stock will no longer be listed on Nasdaq. BioSphere will file a Form 15 with the
SEC to terminate the registration of the Common Stock under Section 12(g) of
the Exchange Act and to suspend the reporting obligations of BioSphere under
Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material
Modification to Rights of Security Holders.
The information disclosed in Items 2.01 and 3.01 of
this Current Report on Form 8-K is hereby incorporated by reference.
Under the terms of the Merger Agreement, each share
of Common Stock outstanding immediately prior to the effective time of the
Merger, subject to certain exceptions described in the Merger Agreement, was
converted into the right to receive approximately $4.38 in cash, less any
applicable withholding tax. In addition,
holders of shares of Common Stock that were subject to vesting conditions
became fully vested and free of any repurchase rights or other restrictions
immediately prior to the effective time of the Merger, and will be treated in a
manner consistent with the other shares of Common Stock. All of the outstanding options to purchase
shares of Common Stock, whether vested or unvested, were cancelled and
converted into the right to receive an amount equal to the product of (i) the
number of shares of Common Stock subject to such option, multiplied by (ii) $4.38
less the applicable per-share exercise price.
That payment is also subject to reduction for any applicable withholding
taxes. Options with per-share exercise
prices of $4.38 or higher were cancelled in the Merger without payment.
The foregoing description of the Merger Agreement
and the transactions contemplated thereby does not purport to be complete and
is subject to, and qualified in its entirety by, reference to the Merger
Agreement. A copy of the Merger
Agreement was attached as Exhibit 2.1 to BioSpheres Current Report on Form 8-K
filed with the SEC on May 14, 2010.
In connection with the Merger, and prior to the
consummation thereof, all holders of shares of BioSpheres series A preferred
stock, $0.01 par value per share, converted such shares into shares of Common
Stock.
2
Item 5.01. Changes
in Control of the Registrant.
The information disclosed in Items 2.01, 3.01 and
3.03 of this Current Report on Form 8-K is hereby incorporated by
reference.
Upon the effective time of the Merger, BioSphere
became a wholly owned subsidiary of Merit Medical. The aggregate consideration paid in
connection with the Merger was approximately $96 million in cash funded by Merit
Medical.
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Upon the effective time of the Merger, all of
BioSpheres directors immediately prior to the Merger resigned from BioSpheres
board of directors. Pursuant to the
Merger Agreement, the directors and officers of BioAcquisition immediately
prior to the effective time of the Merger became the directors and officers of
BioSphere. The newly appointed officers
of BioSphere are: Fred P. Lampropoulos,
President, Kent W. Stanger, Chief Financial Officer, Rashelle Perry, Secretary,
and Gregory L. Barnett, Treasurer.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
Upon the effective time of the Merger, pursuant to
the Merger Agreement, (i) the certificate of incorporation of
BioAcquisition became the certificate of incorporation of BioSphere, except
that the name of the corporation set forth therein was changed to BioSphere
Medical, Inc. and (ii) the bylaws of BioAcquisition became the
bylaws of BioSphere, except that the name of the corporation set forth therein
was changed to BioSphere Medical, Inc.
Copies of BioSpheres amended and restated certificate of incorporation
and bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current
Report on Form 8-K, and are incorporated herein by reference in their
entirety.
Item
9.01. Financial Statements
and Exhibits.
(d)
Exhibits
See
the Exhibit Index attached to this Current Report on Form 8-K, which
is incorporated herein by reference.
3
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.
Date:
September 10, 2010
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BIOSPHERE
MEDICAL, INC.
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By:
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/s/
Rashelle Perry
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Rashelle
Perry
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Secretary
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EXHIBIT INDEX
Exhibit No.
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Description
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3.1
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Amended and Restated Certificate
of Incorporation of BioSphere Medical, Inc.
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3.2
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Amended and Restated Bylaws of
BioSphere Medical, Inc.
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