Amended Current Report Filing (8-k/a)
June 28 2016 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): October 20,
2015
Sucampo Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-33609
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30-0520478
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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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805 King Farm Boulevard, Suite 550
Rockville, MD 20850
(Address of principal executive offices, including zip code)
(301) 961-3400
(Registrant’s telephone number, including area code)
(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 2.01. Completion of Acquisition or Disposition of Assets.
On October 20, 2015, the Registrant completed its acquisition of
10,262,903 shares of R-Tech Ueno, a corporation organized under Japanese law (the “Target”) and 318,400 stock acquisition
rights of Target pursuant to a tender offer in Japan (the “Tender Offer”) pursuant to which the Registrant’s
wholly-owned Japanese subsidiary, Sucampo Pharma LLC (the “Purchaser”), offered to purchase all of the outstanding
shares of the Target’s common stock (other than the shares acquired pursuant to the Purchase Agreement). In addition, on
October 20, 2015, the Registrant acquired 8,571,900 shares of Target pursuant to the terms of the Share Purchase Agreement (“Purchase
Agreement”) by and between the Registrant and the founders of the Target, who are also the founders of the Registrant, and
a related entity. Following these acquisitions, the Registrant directly and indirectly owned approximately 98% of the outstanding
shares of Target. The Registrant acquired the remaining 2% of outstanding shares of R-Tech Ueno through a squeeze-out process under
Japanese law on December 8, 2015.
This amendment amends the Current Report on
Form 8-K filed on October 22, 2015 (the “Current Report”) to file the financial statements and pro forma financial
information required by Item 9.01 of Form 8-K. This amendment amends Item 9.01 of the Current Report to read in its entirety
as set forth below and does not amend or otherwise affect the other disclosures in the Current Report.
Item 9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired
. The audited consolidated
financial statements of R-Tech Ueno as of March 31, 2015 and 2014 for the fiscal years ended March 31, 2015, 2014 and 2013 are
included as Exhibit 99.1 and are incorporated by reference into this Item 9.01(a) and made a part hereof.
(b)
Pro Forma Financial Information
. The following unaudited pro forma
financial information related to the acquisition by the Registrant of R-Tech Ueno is attached hereto as Exhibit 99.2 and incorporated
by reference into this Item 9.01(b) and made a part hereof.
(i) Unaudited pro forma condensed combined statement of operations for
the nine months ended September 30, 2015 and the year ended December 31, 2014
(ii) Unaudited pro forma condensed combined balance sheet as of September
30, 2015
(c)
Exhibits
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Exhibit No.
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Description
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23.1
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Consent of Deloitte, R-Tech Ueno’s independent auditors
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99.1
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Audited Consolidated Financial Statements of R-Tech Ueno
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99.2
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Pro Forma Condensed Combined Financial Statements
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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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SUCAMPO PHARMACEUTICALS, INC.
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By:
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/s/ Andrew Smith
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Date: June 28, 2016
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Andrew Smith
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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23.1
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Consent of Deloitte, R-Tech Ueno’s independent auditors
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99.1
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Audited Consolidated Financial Statements of R-Tech Ueno
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99.2
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Pro Forma Condensed Combined Financial Statements
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