Attached files
| file | filename |
|---|---|
| EX-99.1 - Vyteris Holdings (Nevada), Inc. | v222750_ex99-1.htm |
| EX-99.2 - Vyteris Holdings (Nevada), Inc. | v222750_ex99-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO 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 1, 2011
VYTERIS, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Nevada
|
000-32741
|
84-1394211
|
|
(State or Other Jurisdiction of
Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
13-01 Pollitt Drive, Fair Lawn, NJ
|
07410
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant’s telephone number, including area code (201) 703-2299
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):
|
¨
|
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 9.01 FINANCIAL STATEMENTS AND EXHIBITS
On April 1, 2011, Vyteris, Inc. (the “Company” or the “Registrant”) executed an Agreement and Plan of Merger (the “Merger Agreement”) with MediSync BioServices, Inc. (“MediSync”), the Company and VYHNSUB, Inc. (the “Merger Sub”), pursuant to which the Merger Sub will be merged with and into MediSync, with MediSync continuing as the surviving corporation and a wholly-owned subsidiary of Company (the “Merger”). MediSync is the business of consolidating preclinical and contract research organization “CRO” and related businesses, including site management organizations (“SMO”), which sub-contract clinical trial-related responsibilities from a CRO or pharmaceutical/biotechnology company, and post marketing surveillance companies, which monitor pharmaceutical drugs and devices after release into the market.
On April 6, 2011, the Company, Merger Sub and MediSync consummated the Merger by filing a Certificate of merger with the Secretary of State of the State of Delaware. As a result of the Merger, the business of MediSync will be wholly owned and operated by Company.
On April 7, 2011, the Company filed a Current Report on Form 8-K regarding consummation of the Merger. This Amendment No. 1 to Form 8-K contains the financial statements required to be filed under Item 9.01 of Form 8-K with respect to the Merger.
(a) Financial Statements of Business Acquired. Financial statements and management’s discussion and analysis for the year ended December 31, 2010 for MediSync Bio Services, Inc.
(b) Pro Forma Financial Information. Pro forma financial information for MediSync BioServices, Inc. and Vyteris, Inc. for the year ended December 31, 2010.
(c) Exhibits
|
Exhibit Number
|
Description of Exhibit
|
|
|
99.1
|
Financial statements and management’s discussion and analysis for the year ended December 31, 2010 for MediSync Bio Services, Inc.
|
|
|
99.2
|
Pro forma financial information for MediSync BioServices, Inc. and Vyteris, Inc. for the year ended December 31, 2010
|
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.
|
VYTERIS, INC.
|
|||
|
By:
|
/s/ Haro Hartounian
|
||
|
Name: Haro Hartounian
|
|||
|
Title: Chief Executive Officer
|
|||
|
Dated: May 16, 2011
|
|||
EXHIBIT INDEX
|
Exhibit Number
|
Description of Exhibit
|
|
|
99.1
|
Financial statements and management’s discussion and analysis for the year ended December 31, 2010 for MediSync Bio Services, Inc.
|
|
|
99.2
|
Pro forma financial information for MediSync BioServices, Inc. and Vyteris, Inc. for the year ended December 31, 2010
|