- Filing of certain prospectuses and communications in connection with business combination transactions (425)
September 08 2010 - 5:02PM
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):
September 3, 2010
Trubion Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-33054
(Commission File No.)
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52-2385898
(IRS Employer
Identification No.)
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2401 Fourth Avenue, Suite 1050, Seattle, WA 98121
(Address of Principal Executive Offices, including Zip Code)
(206) 838-0500
(Registrants Telephone Number, Including Area Code)
None
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
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On September 8, 2010, Trubion Pharmaceuticals, Inc.(Trubion) announced that the U.S. Department
of Justice and Federal Trade Commission granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), as amended, with respect to the
planned acquisition of Trubion by Emergent BioSolutions Inc. A copy of the press release is filed
herewith as Exhibit 99.1 and is incorporated by reference.
Additional Information about the Transaction and Where to Find It
In connection with the transaction, Emergent intends to file with the Securities and Exchange
Commission (SEC) a registration statement on Form S-4 and Trubion intends to file with the SEC and
mail to its stockholders a proxy statement/prospectus. Investors and stockholders are urged to read
the registration statement, the proxy statement/prospectus and other relevant documents filed with
the SEC when they become available, as well as any amendments or supplements to the documents
because they will contain important information about Emergent, Trubion and the merger.
The registration statement, the proxy statement/prospectus and any other relevant materials (when
they become available), and any other documents filed by Emergent and/or Trubion with the SEC, may
be obtained free of charge at the SECs web site at www.sec.gov. In addition, investors and
stockholders may obtain free copies of the documents filed with the SEC by directing a written
request to: Emergent BioSolutions Inc., Attn: Investor Relations, 2273 Research Boulevard, Suite
400, Rockville, Maryland 20850, or Trubion Pharmaceuticals, Inc., Attn: Investor Relations, 2401
4th Avenue, Suite 1050, Seattle, Washington 98121. Investors and stockholders are urged to read the
registration statement, the proxy statement/prospectus and the other relevant materials when they
become available.
Participants in Solicitations
Emergent, Trubion and their respective directors, executive officers and other members of their
management and employees may be deemed to be participants in the solicitation of proxies in
connection with the merger. Information regarding Emergents directors and officers is available in
Emergents proxy statement on Schedule 14A for its 2010 annual meeting of stockholders, which was
filed with the SEC on April 9, 2010. Information regarding Trubions directors and executive
officers is available in Trubions proxy statement on Schedule 14A for its 2010 annual meeting of
stockholders, which was filed with the SEC on April 21, 2010. Additional information regarding the
interests of such potential participants will be included in the proxy statement and the other
relevant documents filed with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits.
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99.1
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Press Release issued by Trubion Pharmaceuticals, Inc. dated September 8, 2010
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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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TRUBION PHARMACEUTICALS, INC.
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Date: September 8, 2010
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By:
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/s/ John A. Bencich
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Name:
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John A. Bencich
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Title:
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Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Press Release issued by Trubion Pharmaceuticals, Inc dated September 8, 2010
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