Current Report — Form 8-K Filing Table of Contents
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(Address
of principal executive offices, including zip
code)
(540)
633-7978
(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:
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
3.01.
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard;
Transfer of Listing.
On
April 18, 2007, Shire plc, a public
limited company organized under the laws of England and Wales (“Parent”), issued
a press release announcing the expiration of the tender offer (the “Offer”) by
Shuttle Corporation (“Purchaser”), a Virginia corporation and an indirect wholly
owned subsidiary of Parent, for all outstanding shares of common stock, par
value $0.001 per share (the “Shares”), of New River Pharmaceuticals Inc., a
Virginia corporation (the “Company”), at a price of $64.00 per Share, net to the
seller in cash, without interest (such price per Share, the “Offer Price”),
pursuant to the terms of the Agreement of Merger, dated as of February 20,2007
(the “Merger Agreement”) by and among Parent, Purchaser and the
Company. The Offer expired at 12:00 midnight, New York City time, on
Tuesday, April 17, 2007. Upon expiration of the Offer, Purchaser
accepted for payment in accordance with the terms of the Offer all Shares that
were validly tendered and not withdrawn prior to expiration of the Offer, and
payment for such Shares will be made promptly, in accordance with the terms
of
the Offer. Parent and Purchaser have advised the Company that, as of
the expiration of the Offer, a total of approximately 35,717,806 Shares were
validly tendered to Purchaser and not withdrawn (not including Shares delivered
through notices of guaranteed delivery), representing approximately 96.4% of
the
Shares outstanding.
On
April 19, 2007, Purchaser was merged
(the “Merger”) with and into the Company pursuant to the terms of the Merger
Agreement, with the Company surviving the Merger (the “Surviving Corporation”)
as an indirect wholly owned subsidiary of Parent. As a result of the
Merger, each Share then outstanding (other than (i) the Shares owned by
Purchaser which have been cancelled and (ii) the Shares owned by Company
shareholders who have properly demand appraisal under the Virginia Stock
Corporation Act) has been converted into the right to receive an amount in
cash
equal to $64.00 per Share, without interest, payable to the holder thereof
upon
surrender of the certificate formerly representing such Share.
As
a result of the Merger, the Company
no longer fulfills the numerical listing requirements of The NASDAQ Stock Market
(“NASDAQ”). Accordingly, on April 19, 2007, at the Company’s request,
NASDAQ filed with the Securities and Exchange Commission (the “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
thereby effecting the delisting of the Shares from NASDAQ and the deregistration
of the Shares under the Exchange Act. Additionally, the Company filed
with the SEC a Certification on Form 15 under the Exchange Act to suspend the
Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange
Act.
The
foregoing description of the Merger
pursuant to the Merger Agreement is qualified in its entirety by reference
to
the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form
8-K
filed by the Company with the SEC on February 23, 2007. The foregoing
description of the Offer is qualified in its entirety by reference to the Tender
Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on
March2,2007, as amended, which is included as Exhibit 20.2 hereto and is incorporated
herein by reference.
The
other information required by Item
5.01(a) of Form 8-K is contained in (i) the Company’s
Solicitation/Recommendation Statement on Schedule 14D-9, originally filed with
the SEC on March 2, 2007, as subsequently amended, and (ii) the Tender Offer
Statement on Schedule TO, originally filed by Parent with the SEC on March2,2007, as subsequently amended, and such information is incorporated herein
by
reference.
Item
5.02.
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
Pursuant
to the Merger Agreement, upon consummation of the Merger, the directors and
officers of Purchaser immediately prior to the consummation of the Merger became
the directors and officers, respectively, of the Company, in each case until
their successors are duly elected or appointed and qualified.
After
consummation of the Merger, the Company’s articles of incorporation were amended
and restated in their entirety to be identical to the articles of incorporation
of Purchaser as in effect immediately prior to the consummation of the Merger
(except that the name of the Surviving Corporation set forth therein is “New
River Pharmaceuticals Inc.”). Also, upon consummation of the Merger,
the bylaws of the Company were amended and restated in their entirety to be
identical to the bylaws of Purchaser as in effect immediately prior to the
consummation of the Merger, except that the name of the Surviving Corporation
set forth therein is “New River Pharmaceuticals Inc.”
Item
8.01.
Other
Events.
The
information set forth under Item 3.01 above is incorporated herein by
reference.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit
20.1
Solicitation/Recommendation
Statement on Schedule 14D-9 of New River Pharmaceuticals Inc.
(incorporated by reference in its entirety as originally filed by
New
River Pharmaceuticals Inc. with the Securities and Exchange Commission
on
March 2, 2007, as amended).
Exhibit
20.2
Tender
Offer Statement on Schedule TO (incorporated by reference in its
entirety
as originally filed by Shire plc and Shuttle Corporation with the
Securities and Exchange Commission on March 2, 2007, as
amended).
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.
Solicitation/Recommendation
Statement on Schedule 14D-9 of New River Pharmaceuticals Inc.
(incorporated by reference in its entirety as originally filed by
New
River Pharmaceuticals Inc. with the Securities and Exchange Commission
on
March 2, 2007, as amended).
20.2
Tender
Offer Statement on Schedule TO (incorporated by reference in its
entirety
as originally filed by Shire plc and Shuttle Corporation with the
Securities and Exchange Commission on March 2, 2007, as
amended).