Attached files
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EX-99.1 - EX-99.1 - JUNIPER PHARMACEUTICALS INC | y83086exv99w1.htm |
EX-99.2 - EX-99.2 - JUNIPER PHARMACEUTICALS INC | y83086exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) March 4, 2010
COLUMBIA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-10352
Delaware | 59-2758596 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
|
354 Eisenhower Parkway | ||
Livingston, New Jersey | 07039 | |
(Address of principal executive offices) |
Zip Code |
Registrants telephone number, including area code: (973) 994-3999
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 (see General
Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
þ | 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 7.01. REGULATION FD DISCLOSURE.
On March 4, 2010, Columbia Laboratories, Inc. (the Company), Watson Pharmaceuticals, Inc.,
as a guarantor of Buyers obligations (Watson), and Coventry Acquisition, Inc., a subsidiary of
Watson (the Buyer), entered into a Purchase and Collaboration Agreement (the Purchase
Agreement), as disclosed in the Companys Current Report on Form 8-K, filed with the Securities
and Exchange Commission (the SEC) on March 4, 2010.
On March 4, 2010, the Company held a conference call (the Conference Call) to discuss the
Purchase Agreement and certain other transactions reported in the Companys Current Report on Form
8-K filed with the SEC on March 4, 2010.
In connection with the Conference Call, the Company is furnishing to the SEC the following
documents attached as exhibits to this Current Report on Form 8-K and incorporated herein by
reference to this Item 7.01: the slide presentation for the Conference Call attached as Exhibit
99.1 hereto and the transcript of the Conference Call attached as Exhibit 99.2 hereto.
In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item
7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and
shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Additional Information about the Proposed Transactions and Where to Find It:
This communication is not a solicitation of a proxy from any security holder of the Company. In
connection with stockholder approval of certain transactions contemplated by the Purchase
Agreement, the Company intends to file with the SEC a preliminary proxy statement and a definitive
proxy statement and it intends to mail to its security holders a definitive proxy statement and
other materials. THE PROXY STATEMENT WILL BE SENT TO COMPANY SECURITY HOLDERS AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, WATSON, THE BUYER, THE TRANSACTIONS CONTEMPLATED BY THE
PURCHASE AGREEMENT AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY ARE AVAILABLE
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY
THE PURCHASE AGREEMENT. Free copies of the proxy statement and other documents filed with the SEC
by the Company, when they become available, can be obtained through the website maintained by the
SEC at www.sec.gov. In addition, free copies of the proxy statement will be available from the
Company by contacting Lawrence A. Gyenes at (973) 486-8860 or lgyenes@columbialabs.com or on the
Companys investor relations website at www.cbrxir.com.
Participation in the Solicitation:
The Company and its directors and executive officers and certain other members of management may be
deemed to be participants in the solicitation of proxies from the Companys stockholders in
connection with the proposed transactions described herein. Information regarding the special
interests of these directors, executive officers and members of management in the proposed
transactions will be included in the proxy statement and other relevant documents filed with the
SEC. Additional informational regarding the Companys directors and executive officers is also
included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
which was filed with the SEC on March 16, 2009, and the Companys proxy statement, dated April 9,
2009, filed with the SEC on April 17, 2009. The Companys Form 10-K and proxy statement are
available free of charge at the SECs website at www.sec.gov and from the Company by contacting it
as described above.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
This communication contains forward-looking statements, which statements are indicated by the words
may, will, plans, believes, expects, anticipates, potential, and similar expressions.
Such forward-looking statements involve known and unknown risks, uncertainties, and other factors
that may cause actual results to differ materially from those projected in the forward-looking
statements. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date on which they are made. Factors that might cause future results to
differ include, but are not limited to, the following: approval of the transactions contemplated
by the Purchase Agreement by the Companys stockholders; the timely and successful completion of
the ongoing Phase III PREGNANT (PROCHIEVE® Extending GestatioN A New Therapy) Study of PROCHIEVE®
8% to reduce the risk of preterm birth in women with a short cervix in mid-pregnancy; successful
development of a next-generation vaginal Progesterone Product; success in obtaining acceptance and
approval of new products and new indications for current products by the United States Food and
Drug Administration and international regulatory agencies; the impact of competitive products and
pricing; the strength of the United States dollar relative to international currencies,
particularly the euro; competitive economic and regulatory factors in the pharmaceutical and
healthcare industry; general economic conditions; and other risks and uncertainties that may be
detailed, from time-to-time, in Columbias reports filed with the SEC. Completion of the
transactions under the Purchase Agreement and the other transactions described herein are subject
to various conditions to closing, and there can be no assurance those conditions will be satisfied
or that such sale or other transactions will be completed on the terms described in the Purchase
Agreement or the other agreements related thereto or at all. All forward-looking statements
contained herein are neither promises nor guarantees. The Company does not undertake any
responsibility to revise or update any forward-looking statements contained herein.
Item 8.01. OTHER EVENTS.
None.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
2
Exhibit No. | Description | |
99.1*
|
Slide Presentation for March 4, 2010 Conference Call | |
99.2*
|
Transcript of March 4, 2010 Conference Call |
* | In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. |
3
SIGNATURE
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.
Dated: March 4, 2010
COLUMBIA LABORATORIES, INC. |
||||
By: | /s/ Lawrence A. Gyenes | |||
Lawrence A. Gyenes | ||||
Senior Vice President, Chief Financial Officer & Treasurer | ||||
Exhibit Index
Exhibit No. | Description | |
99.1*
|
Slide Presentation for March 4, 2010 Conference Call | |
99.2*
|
Transcript of March 4, 2010 Conference Call |
* | In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. |