Current Report Filing (8-k)
17 Juin 2016 - 12:05PM
Edgar (US Regulatory)
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):
June 16, 2016
BIOSCRIP, INC.
(Exact name of Registrant as specified in
its charter)
Delaware
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000-28740
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05-0489664
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1600 Broadway, Suite 950, Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (720) 697-5200
N/A
(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:
¨
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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 1.01
– Entry into a Material Definitive Agreement.
Underwriting Agreement
On June 16, 2016, BioScrip, Inc. (the “Company”)
entered into an Underwriting Agreement (the “Underwriting Agreement”), among the Company and Jefferies LLC, as representative
for the underwriters named therein, relating to an underwritten public offering of 40,000,000 shares of its common stock, $0.0001
par value per share, at a price to the public of $2.00 per share (the “Offering Price”). Under the terms of the Underwriting
Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 5,200,000 shares of common stock
at the Offering Price less underwriting discounts and commissions and other offering expenses payable by the Company. The Company
expects to receive approximately $73.38 million in net proceeds from the offering after deducting underwriting discounts and commissions
and other offering expenses payable by the Company, assuming no exercise by the underwriters of their option to purchase additional
shares, or approximately $83.15 million if the underwriters exercise their option to purchase additional shares in full. Jefferies
LLC is acting as the lead joint book-running manager and SunTrust Robinson Humphrey, Inc. is acting as a passive book-running manager.
Craig-Hallum Capital Group LLC is acting as a co-manager. The shares are expected to be delivered to the underwriters on or about
June 22, 2016, subject to the satisfaction of customary closing conditions.
The offering is being made pursuant to the Company’s effective registration statement on Form S-3 previously filed with the
Securities and Exchange Commission and a preliminary and final prospectus supplement thereunder. A copy of the Underwriting Agreement
executed in connection with the offering is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The Underwriting
Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and
customary conditions to closing. Additionally, the Company has agreed to provide the underwriters with customary indemnification
rights under the Underwriting Agreement. The foregoing description of the Underwriting Agreement does not purport to be complete
and is qualified in its entirety by reference to such Exhibit.
Item 8.01 – Other Events.
On June 16, 2016, the Company issued a
press release announcing the pricing of the public offering. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01 – Financial Statements
and Exhibits.
(d) Exhibits
Exhibit Number
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Description
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1.1
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Underwriting Agreement among the Company and Jefferies LLC, as representative for the underwriters named therein, dated as of June 16, 2016.
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99.1
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Press Release dated June 16, 2016.
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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.
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BIOSCRIP, INC.
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Date: June 16, 2016
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/s/ Kathryn M. Stalmack
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By: Kathryn M. Stalmack
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Senior Vice President, General Counsel and Secretary
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Index to Exhibits
Exhibit Number
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Description
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1.1
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Underwriting Agreement among the Company and Jefferies LLC, as representative for the underwriters named therein, dated as of June 16, 2016.
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99.1
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Press Release dated June 16, 2016.
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