- Amended Securities Registration (section 12(g)) (8-A12G/A)
September 04 2009 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form 8-A/A
Amendment No. 1
For
Registration of Certain Classes of Securities
Pursuant
to Section 12(b) or (g) of the
Securities
Exchange Act of 1934
Sepracor Inc.
(Exact name of registrant as specified in its charter)
Delaware
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22-2536587
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(State of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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84 Waterford Drive
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Marlborough, Massachusetts
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01752
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class
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Name of each exchange on which
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to be so registered
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each class is to be registered
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Preferred Stock Purchase Rights
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The NASDAQ Stock Market LLC
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following
box.
o
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box.
x
Securities Act registration statement file number to which this form
relates:
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Not
applicable
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(If applicable)
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Securities to be registered pursuant to Section 12(g) of the
Act:
Not Applicable
(Title of Class)
The undersigned registrant, Sepracor Inc., a
Delaware corporation (the Registrant), hereby amends the following items,
exhibits and portions of its Registration on Form 8-A filed with the U.S.
Securities and Exchange Commission on June 4, 2002 (the Form 8-A)
as set forth below.
Item 1.
Description of Registrants Securities to be Registered.
Item 1 of the Form 8-A filed by the
Registrant is hereby amended to include the following:
On
September 3, 2009, the Registrant entered into an Agreement and Plan of
Merger (the Merger Agreement) with Dainippon Sumitomo Pharma Co., Ltd., a
company formed under the laws of Japan (Parent), and Aptiom, Inc., a Delaware
corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, upon the
terms and subject to the conditions thereof, Merger Sub will commence a tender
offer (the Offer) to acquire all of the outstanding shares of common stock of
the Registrant, and as soon as practicable after the consummation of the Offer
and subject to the satisfaction or waiver of certain conditions set forth in
the Merger Agreement, Merger Sub will merge with and into the Registrant (the Merger)
and the Registrant will become an indirect wholly-owned subsidiary of Parent.
On
September 3, 2009, the Registrant entered into an amendment (the Rights
Amendment) to the Rights Agreement (the Rights Agreement) dated June 3,
2002 between the Registrant and Computershare Trust Company, N.A. (as successor
Rights Agent to EquiServe Trust Company, N.A.). The Rights Amendment, among
other things, renders the Rights Agreement inapplicable to the Offer and the
Merger. The Rights Amendment provides that none of (i) the approval,
adoption, execution or delivery of the Merger Agreement, (ii) the
commencement or consummation of the Offer, (iii) the exercise of the
option to purchase shares of common stock of the Registrant granted pursuant to
Section 1.4 of the Merger Agreement, (iv) the exercise of the option
to purchase shares of common stock of the Registrant granted pursuant to Section 1.5
of the Merger Agreement, (v) the consummation of the Merger, or (vi) the
consummation of any of the other transactions contemplated by the Merger
Agreement, will (A) result in the rights becoming exercisable or in Parent
or its affiliates and associates being deemed an Acquiring Person under the
Rights Agreement or (B) give rise to any event that would result in the
occurrence of a Stock Acquisition Date or a Distribution Date under the
Rights Agreement.
A
copy of the Rights Amendment is attached hereto as Exhibit 4.2 and is
incorporated herein by reference. The foregoing description of the Rights Amendment
does not purport to be complete and is qualified in its entirety by reference
to the Rights Amendment.
Item 2.
Exhibits.
Item 2 of the Form 8-A is hereby amended
by adding the following exhibit attached hereto:
Exhibit Number
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4.2
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First Amendment, dated as of
September 3, 2009, to the Rights Agreement, dated June 3, 2002,
between the Registrant and
Computershare Trust Company, N.A. (as
successor Rights Agent to EquiServe Trust Company, N.A.)
(incorporated herein by reference to Exhibit 4.1 to the
Registrants Current Report on Form 8-K, File No. 000-19410, filed
with the Securities and Exchange Commission on September 3, 2009).
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
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Sepracor
Inc.
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Date:
September 4, 2009
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By:
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/s/
Andrew I. Koven
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Andrew
I. Koven
Executive Vice President, General Counsel and Corporate Secretary
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3
Exhibit Index
Exhibit Number
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Description
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4.1
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Rights Agreement, dated June 3, 2002,
between the Registrant and
Computershare Trust Company, N.A. (as
successor Rights Agent to EquiServe Trust Company, N.A.)
, which includes as Exhibit A the Form of Certificate of
Designations of Series A Junior Participating Preferred Stock, as
Exhibit B the Form of Rights Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Stock (incorporated herein by
reference to Exhibit 4.1 to the Registrants Current Report on
Form 8-K, File No. 000-19410, filed with the U.S. Securities and
Exchange Commission on June 4, 2002).
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4.2
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First Amendment, dated as of
September 3, 2009, to the Rights Agreement, dated June 3, 2002,
between the Registrant and
Computershare Trust Company, N.A. (as
successor Rights Agent to EquiServe Trust Company, N.A.)
(incorporated herein by reference to Exhibit 4.1 to the
Registrants Current Report on Form 8-K, File No. 000-19410, filed
with the Securities and Exchange Commission on September 3, 2009).
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