Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - JUNIPER PHARMACEUTICALS INC | y86056exv10w1.htm |
| EX-99.1 - EX-99.1 - JUNIPER PHARMACEUTICALS INC | y86056exv99w1.htm |
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 — August 9, 2010
(Date of Earliest Event Reported)
(Date of Earliest Event Reported)
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 |
Registrant’s 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) |
| 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 1.01. | Entry into a Material Definitive Agreement. |
On August 9, 2010, Columbia Laboratories, Inc. (the “Company”) entered into a Securities
Purchase Agreement (the “SPA”) with Perry Partners International Inc. and Perry Partners, L.P.
(collectively, “Perry”), pursuant to which the Company repurchased, at $0.90 per share, for an
aggregate purchase price of approximately $3 million, 3,333,330 shares of its common stock, par
value $0.01 per share (the “Shares”). The SPA is attached as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference. The Shares had been issued to Perry on July
2, 2010, as part of the consideration for the Company’s Convertible Subordinated Notes, due
December 31, 2011, pursuant to the terms of a Note Purchase and Amendment Agreement, dated as of
March 3, 2010, as previously reported on the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 6, 2010.
| Item 8.01 | Other Events. |
On August 10, 2010, the Company issued a press release announcing the repurchase of 3,333,330
shares of its common stock pursuant to the SPA. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |||
| 10.1 | Securities Purchase Agreement, dated as of August 9, 2010 |
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| 99.1 | Press Release, dated August 10, 2010 |
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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.
| Date: August 10, 2010 | ||||
| COLUMBIA LABORATORIES, INC. |
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| By: | /S/ Lawrence A. Gyenes | |||
| Lawrence A. Gyenes | ||||
| Senior Vice President and Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |||
| 10.1 | Securities Purchase Agreement, dated as of August 9, 2010 |
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| 99.1 | Press Release, dated August 10, 2010 |
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