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EX-99.1 - PRESS RELEASE DATED NOVEMBER 23, 2009 - LIFE SCIENCES RESEARCH INC | pressrelease112309.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
______________
|
Current
Report
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|
Pursuant
to Section 13 or 15(d) of
|
|
The
Securities Exchange Act of 1934
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|
Date
of Report (Date of earliest event reported): November 23,
2009
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LIFE
SCIENCES RESEARCH, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND
(State or
other jurisdiction of incorporation)
0-33505
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52-2340150
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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Mettlers
Road, East Millstone, NJ
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08875
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (732)
649-9961
(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
8.01. Other
Events.
On
November 23, 2009, Life Sciences Research, Inc. (the “Company”) issued a press
release announcing that, at a special meeting of the Company’s stockholders held
on November 23, 2009, the Company’s stockholders voted to approve the merger
(the “Merger”) of Lion Merger Corp. (“Merger Sub”) with and into the Company
pursuant to the Agreement and Plan of Merger, dated as of July 8, 2009, among
the Company, Lion Holdings, Inc. (“Parent”), and Merger Sub, as amended by
Amendment No. 1 to Agreement and Plan of Merger, dated as of October 20, 2009,
among the Company, Parent, and Merger Sub. The Merger is expected to
be consummated on or about November 24, 2009, subject to the satisfaction of
customary closing conditions. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference. The Agreement and Plan of Merger was filed by the Company
as Appendix A to the Definitive Proxy Statement filed by the Company on October
28, 2009 (the “Definitive Proxy Statement”), and Amendment No. 1 to Agreement
and Plan of Merger was filed by the Company as Appendix A-1 to the Definitive
Proxy Statement.
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
Exhibit
No. Description
Exhibit
99.1 Press
Release dated November 23, 2009
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act 1934, Life Sciences Research,
Inc. has duly caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: November
23, 2009
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LIFE
SCIENCES RESEARCH, INC.
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By: /s/
Mark L. Bibi
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Name: Mark
L. Bibi
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Title: Secretary
and General Counsel
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Exhibit
Index
Exhibit
No. Description
Exhibit
99.1 Press
Release dated November 23, 2009