UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 4, 2011 (July 15, 2011)
Date of Report (date of earliest event reported)
TRANSCEPT PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-51967 | 33-0960223 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1003 W. Cutting Blvd., Suite #110
Point Richmond, California 94804
(Address of principal executive offices)
(510) 215-3500
(Registrant’s telephone number, including area code)
Not Applicable
(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 (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 2.05. | Costs Associated with Exit or Disposal Activities. |
This Amendment No. 1 on Form 8-K/A (the “Amendment Filing”) is an amendment to the Current Report on Form 8-K that Transcept Pharmaceuticals, Inc. (the “Company”) filed on July 18, 2011 (the “Original Filing”). The purpose of this Amendment Filing is to update Item 2.05 (Costs Associated with Exit or Disposal Activities) of the Original Filing by providing an estimate of the non-cash charges associated with stock option modifications resulting from the reduction of approximately 45% of the Company’s workforce implemented on July 15, 2011 and to update other information related to other charges resulting from the reduction in force.
The non-cash charges associated with stock option modifications associated with the reduction in force are estimated to be $197,000, and are expected to be recorded in the third quarter of 2011. Severance and benefits continuation expenses associated with the reduction in force are expected to be approximately $1.0 million, and are expected to be recorded in the third quarter of 2011.
Items included in the Original Filing that are not included herein are not amended and remain in effect as of the date of the original filing of that report. This Amendment Filing does not include Item 9.01 disclosure to relist Exhibits filed as part of the Original Filing. This Amendment Filing does not reflect events occurring after the filing of the Original Filing, or modify or update the disclosure presented in the Original Filing, except to reflect the revisions as described above.
Forward-Looking Statements Disclaimer
The disclosure contained in this amended Item 2.05 contains forward-looking statements concerning the expected charges and costs associated with the reduction plan. These forward-looking statements involve risks and uncertainties. Facts that could cause actual results to differ materially from the statements included in this Item 2.05 disclosure include difficulties encountered in implementing the planned workforce reductions such as litigation or other claims arising out of the reduction or change in human resource requirements at the Company. Further information on potential factors that could affect the Company’s future financial results are included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
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SIGNATURES
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.
| TRANSCEPT PHARMACEUTICALS, INC. | ||||||
| Date: November 4, 2011 |
||||||
| By: | /s/ Marilyn E. Wortzman | |||||
| Name: | Marilyn E. Wortzman | |||||
| Title: | Vice President, Finance | |||||
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