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): March 14, 2012
CATALENT PHARMA SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-147871 | 13-3523163 | ||
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
14 Schoolhouse Road Somerset, New Jersey |
08873 | |
(Address of registrants principal executive office) | (Zip code) |
(732) 537-6200
(Registrants 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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
¨ | 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 7.01. | Regulation FD Disclosure. |
Catalent Pharma Solutions, Inc., (the Company), under the indenture (the Indenture) governing its outstanding 9.50%/10.25% Senior PIK-Election Notes due 2015 (the Notes), is required to mandatorily redeem (the Mandatory Redemption) for cash a portion of each Note at the end of the first accrual period ending after the fifth anniversary of the issuance of the Notes, or April 15, 2012 (the Redemption Date), if the Notes would otherwise constitute applicable high yield discount obligations within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986.
In connection with this obligation, the Company delivered a redemption notice to The Bank of New York Mellon, in its capacity as trustee under the Indenture, which redemption notice was mailed to holders of the Notes in accordance with the requirements of the Indenture on March 14, 2012, and is irrevocable. Pursuant to the redemption notice and in accordance with the terms of the Indenture, the aggregate principal amount of the Notes to be redeemed in connection with the Mandatory Redemption is $5,262,550 at a redemption price of 100% of the principal amount thereof, plus accrued but unpaid interest to, but excluding the Redemption Date.
Forward-Looking Statements
This Current Report on Form 8-K contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of statements that include phrases such as believe, expect, anticipate, intend, estimate, plan, project, foresee, likely, may, will, would or other words or phrases with similar meanings. Similarly, statements that describe our objectives, plans or goals are, or may be, forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from the Companys expectations and projections. Some of the factors that could cause actual results to differ include, but are not limited to, the following: general industry conditions and competition; product or other liability risk inherent in the design, development, manufacture and marketing of our offerings; inability to enhance our existing or introduce new technology or services in a timely manner; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; and our substantial debt and debt service requirements that restrict our operating and financial flexibility and impose significant interest and financial costs. For a more detailed discussion of these and other factors, see the information under the caption Risk Factors in our annual report on Form 10-K for the fiscal year ended June 30, 2011, filed with the Securities and Exchange Commission on September 16, 2011. All forward-looking statements speak only as of the date of this release or as of the date they are made, and the Company does not undertake to update any forward-looking statements as a result of new information or future events or developments unless required by law.
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.
Catalent Pharma Solutions, Inc. (Registrant) | ||||||
By: | /S/ SAMRAT S. KHICHI | |||||
Name: |
Samrat S. Khichi | |||||
Title: |
Senior Vice President, Chief Administrative Officer, General Counsel and Secretary |
Dated: March 14, 2012