- Current report filing (8-K)
December 29 2009 - 4:54PM
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
Date of Report (Date of
earliest event reported) December 22, 2009
NUCRYST
PHARMACEUTICALS CORP.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Alberta, Canada
|
|
000-51686
|
|
Not Applicable
|
(State or other jurisdiction
of incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
NUCRYST
Pharmaceuticals Corp.
101 College Road East
Princeton, New Jersey 08540
(Address of principal
executive offices)
Registrants telephone number, including area code: (609) 228-8210
(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):
¨
|
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 2.01
|
Completion of Acquisition or Disposition of Assets.
|
On December 22, 2009, NUCRYST Pharmaceuticals Corp. (the Company) completed the sale of its Acticoat business to Smith & Nephew Inc. and Smith & Nephew (Overseas)
Limited (collectively, S&N), which business comprised substantially all of the Companys assets (the Transaction). Prior to the closing of the Transaction, S&N was the Companys sole customer for its
Acticoat business.
The Transaction was completed pursuant to an Asset Purchase Agreement, dated as of November 10, 2009,
between the Company, its wholly-owned subsidiary NUCRYST Pharmaceuticals Inc., and S&N (the Asset Purchase Agreement) previously disclosed as Exhibit 99.D.3 to the Companys Schedule 13E-3 filed on December 1, 2009 (the
Schedule 13E-3). The Transaction received shareholder approval at a special meeting of the Companys shareholders held on December 21, 2009.
The aggregate consideration for the Transaction was $28.0 million, consisting of $21.0 million in cash plus working capital and other adjustments of $7.0 million. The amount of consideration was
determined pursuant to negotiations between the Company and S&N and is subject to a working capital adjustment by S&N for 90 days post closing. In connection with the Transaction and as more particularly described in the Information Circular
filed as Exhibit 99.A.1 to the Schedule 13E-3, KPMG Corporate Finance Inc. evaluated the fairness of the Transaction and found it to be fair, from a financial point of view, to the Company.
On December 22, 2009, the Company issued a press release announcing the closing of the Transaction. The press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
|
Financial Statements and Exhibits
|
|
(b)
|
Pro forma financial information.
|
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical financial statements and related notes of the Company. The unaudited pro forma condensed consolidated financial
information is provided for informational purposes only and is not necessarily indicative of the results that would have occurred if the Asset Purchase Agreement had occurred on the date indicated or the expected financial position in the future.
The information includes pro forma adjustments which reflect the disposition of Acticoat business, which represents substantially all the assets of the Company other than its cash balances.
The unaudited pro forma condensed consolidated balance sheet was prepared assuming the Transaction occurred as of September 30, 2009.
The Company has not provided a pro forma condensed consolidated statement of operations as 100% of the revenues of the business were sold and only minimal operating expenses remain pending the completion of the Amalgamation transaction as more
particularly described in the Information Circular filed as Exhibit 99.A.1 to the Schedule 13E-3.
|
|
|
Exhibit
Number
|
|
Description
|
|
|
99.1
|
|
Press Release dated December 22, 2009 (filed herewith).
|
NUCRYST Pharmaceuticals Corp.
Pro Forma Condensed Consolidated Balance Sheet
(Unaudited
in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30 ,2009
|
|
|
|
As
Reported
|
|
|
Pro Forma
Adjustments
|
|
|
|
|
|
Pro
Forma
Amounts
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
13,414
|
|
|
$
|
25,363
|
|
|
(1
|
)
|
|
$
|
38,777
|
|
Accounts receivable
|
|
|
4,532
|
|
|
|
(4,532
|
)
|
|
(2
|
)
|
|
|
|
|
Inventories
|
|
|
4,134
|
|
|
|
(4,134
|
)
|
|
(2
|
)
|
|
|
|
|
Prepaid expenses
|
|
|
598
|
|
|
|
(548
|
)
|
|
(2
|
)
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
22,678
|
|
|
|
16,149
|
|
|
|
|
|
|
38,827
|
|
Capital & intangible assetsnet
|
|
|
10,508
|
|
|
|
(10,462
|
)
|
|
(3
|
)
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
33,186
|
|
|
$
|
5,687
|
|
|
|
|
|
$
|
38,873
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(5,251
|
)
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
2,550
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
424
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
7,016
|
|
|
|
(2,277
|
)
|
|
|
|
|
$
|
4,739
|
|
Deferred lease inducement
|
|
|
103
|
|
|
|
(103
|
)
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
7,119
|
|
|
|
(2,380
|
)
|
|
|
|
|
|
4,739
|
|
Long term deferred lease inducement
|
|
|
488
|
|
|
|
(488
|
)
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
7,607
|
|
|
|
(2,868
|
)
|
|
|
|
|
|
4,739
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares no par value, unlimited shares authorized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,325,365 issued and outstanding at September 30, 2009
|
|
|
68,134
|
|
|
|
|
|
|
|
|
|
|
68,134
|
|
Additional paid-in capital
|
|
|
2,330
|
|
|
|
|
|
|
|
|
|
|
2,330
|
|
Accumulated other comprehensive loss
|
|
|
(2,819
|
)
|
|
|
|
|
|
|
|
|
|
(2,819
|
)
|
Accumulated deficit
|
|
|
(42,066
|
)
|
|
|
8,555
|
|
|
(7
|
)
|
|
|
(33,511
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
25,579
|
|
|
|
8,555
|
|
|
|
|
|
|
34,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
33,186
|
|
|
$
|
5,687
|
|
|
|
|
|
$
|
38,873
|
|
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
On
December 22, 2009, NUCRYST Pharmaceuticals Corp. (the Company) completed the sale of its Acticoat business to Smith & Nephew Inc. and Smith & Nephew (Overseas) Limited (collectively, S&N), which business comprised
substantially all of the Companys assets (the Transaction). Prior to the closing of the Transaction, S&N was the Companys sole customer for its Acticoat business. The unaudited pro forma condensed consolidated balance
sheet as of September 30, 2009 is presented as if the disposition occurred on September 30, 2009. A pro forma condensed consolidated statement of operations is not presented as 100% of the revenues of the business were sold and only minimal
operating expenses remain pending the completion of the Amalgamation transaction.
The unaudited pro forma condensed
consolidated financial information has been prepared based upon available information and management estimates; actual amounts may differ from these estimated amounts. The unaudited pro forma condensed consolidated financial information is not
necessarily indicative of the financial position that might have occurred had the disposition occurred as of the dates stated above. The pro forma adjustments are described in the notes below.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Companys Current Report on
Form 8-K, in which this presentation is included, dated December 22, 2009, the Schedule 13E-3 filed on December 1, 2009, the audited financial statements and notes included in the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 and the Companys Quarterly Report on Form 10-Q for the nine months ended September 30, 2009.
(1)
|
Represents the aggregate consideration for the Transaction which consists of $21.0 million plus $4.4 million for working capital and other amounts due if the
Transaction closed on September 30, 2009.
|
(2)
|
Elimination of the working capital amounts.
|
(3)
|
Elimination of fixed assets and intangible assets.
|
(4)
|
Accrual of amounts due for severance and other liabilities as a result of the Transaction.
|
(5)
|
Accrual of transaction costs incurred in connection with the Transaction.
|
(6)
|
Elimination of a deferred lease inducement as a result of the assignment of the lease to S&N.
|
(7)
|
Net gain as a result of the Transaction.
|
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.
|
|
|
N
UCRYST
P
HARMACEUTICALS
C
ORP
.
|
|
|
By:
|
|
/
S
/ D
AVID
B.
H
OLTZ
|
|
|
David B. Holtz
Interim President & Chief Executive Officer
Chief Financial
Officer
|
Dated: December 29, 2009
EXHIBIT INDEX
|
|
|
Exhibit
Number
|
|
Description
|
|
|
99.1
|
|
Press Release dated December 22, 2009 (filed herewith).
|
Nucryst (NASDAQ:NCST)
Historical Stock Chart
From Jul 2024 to Aug 2024
Nucryst (NASDAQ:NCST)
Historical Stock Chart
From Aug 2023 to Aug 2024