Attached files
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| EX-99.1 - NOTICE OF BLACKOUT PERIOD AND REGULATION BTR TRADING RESTRICTIONS - MILLIPORE CORP /MA | ex99-1.htm |
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): April 28, 2010 (April 27,
2010)
Millipore
Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Massachusetts
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001-09781
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04-2170233
|
||
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(State
or Other
Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
| 290 Concord Road
Billerica, Massachusetts
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01821 | |
|
(Address
of Principal Executive Office)
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(Zip Code) |
Registrant’s
telephone number, including area code: (978) 715-4321
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.04.
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Temporary
Suspension of Trading Under Registrant’s Employee Benefit
Plans.
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On April
27, 2010, Millipore Corporation (“Millipore”) sent a notice (the “Blackout
Notice”) to its directors and executive officers informing them that, in
connection with the anticipated acquisition of Millipore by Merck KGaA, pursuant
to which shares of Millipore common stock (such shares, “Millipore Shares”, and
such stock, “Millipore Stock”) will be exchanged for cash consideration (the
“Share Exchange”), a blackout period will be imposed, during which Millipore’s
directors and executive officers will be subject to certain trading restrictions
with respect to Millipore Shares.
The reason for the blackout period is
that participants in the Millipore Corporation Employees’ Participation and
Savings Plan (the “Plan”) will be unable, during a short period of time, to
diversify the portions of their accounts invested in the Millipore Common Stock
Fund (the “Millipore Stock Fund”) of the Plan, direct contributions to be
invested in the Millipore Stock Fund, obtain a loan from the Plan if they have
balances currently invested in the Millipore Stock Fund or obtain distributions
from the Plan if they have balances currently invested in the Millipore Stock
Fund.
On April
27, 2010, the administrator of the Plan delivered to Millipore a notice pursuant
to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974,
as amended, regarding the restrictions relating to the Millipore Stock Fund in
the Plan. Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR
(i.e., the Blackout
Trading Restriction), promulgated by the Securities and Exchange Commission,
generally impose certain restrictions on trading by directors and executive
officers in the event that 50% or more of an issuer’s plan participants are so
restricted.
During the blackout period, directors and executive
officers will be prohibited from directly or indirectly purchasing, selling,
acquiring or transferring any Millipore Share or derivative security with
respect to Millipore Shares acquired in connection with their service or
employment as a director or executive officer of Millipore, subject to certain
limited exemptions. The blackout period is scheduled to begin on May
27, 2010 and end during the week of June 27, 2010. The blackout period may be
extended or shortened as deemed necessary by Millipore in view of the timing of
the closing of the Share Exchange.
During
the blackout period and for a period of two years after the ending date of the
blackout period, a Millipore security holder or other interested party may
obtain, without charge, the actual beginning and ending dates of the blackout
period from, and may direct other inquiries about the blackout period
to:
Jeffrey Rudin
Vice President & General
Counsel
290 Concord Road
Billerica, Massachusetts,
01821
(978) 715-4321
A copy of
the Blackout Notice is attached to this Current Report on Form 8-K and is
incorporated herein by reference.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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99.1
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Blackout
Notice, dated April 27, 2010, provided to directors and executive officers
of Millipore.
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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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MILLIPORE
CORPORATION
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Dated: April
28, 2010
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By:
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/s/ Jeffrey Rudin | |
| Name: Jeffrey Rudin | |||
| Title: Vice President & General Counsel | |||
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Exhibit No.
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Description
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99.1
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Blackout
Notice, dated April 27, 2010, provided to directors and executive officers
of Millipore.
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