Bradley Pharmaceuticals Inc - Current report filing (8-K)
22 Février 2008 - 12:00AM
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):
February 21, 2008
BRADLEY
PHARMACEUTICALS, INC.
(Exact name of registrant as
specified in its charter)
Delaware
|
0-31680
|
22-2581418
|
(State or other jurisdiction
|
(Commission
|
(I.R.S. Employer
|
of incorporation)
|
File Number)
|
Identification No.)
|
|
|
|
383 Route 46 West, Fairfield, NJ
|
07004-2402
|
(Address of principal executive offices)
|
(Zip code)
|
Registrants telephone
number, including area code:
(973) 882-1505
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(b) under the Exchange Act (17 CFR 240.14a-12(b))
|_| 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 1.02.
|
Termination of a Material Definitive Agreement.
|
|
On
February 21, 2008, Bradley Pharmaceuticals, Inc. (the Company) terminated the Second
Amended and Restated Credit Agreement, dated as of August 3, 2007, among the
Company, certain of its subsidiaries, and Wachovia Bank, National
Association, as administrative agent.
|
Item 3.01.
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
|
|
Effective
February 21, 2008, Nycomed US Inc. (Nycomed) completed its previously announced
acquisition of the Company (the Merger). In connection with the Merger,
the Companys shares of common stock, par value $0.01 per share, were
delisted from the New York Stock Exchange.
|
Item 3.03.
|
Material Modification to Rights of Security Holders.
|
|
On
February 21, 2008, pursuant to the terms of the Agreement and Plan of Merger among
Nycomed, Phase Merger Sub Inc. and the Company dated October 29, 2008 (the Merger
Agreement), each share of Company common stock, par value $0.01, and Class
B common stock, par value $0.01, issued and outstanding immediately prior to
the effective time of the Merger was canceled and automatically converted
into the right to receive $20.00 per share in cash, without interest.
|
Item 5.01.
|
Changes in Control of Registrant.
|
|
Upon
the closing of the Merger, the Company became a wholly owned subsidiary of Nycomed.
|
Item
5.02.
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
|
Pursuant
to the terms of the Merger Agreement, immediately upon completion of the Merger on
February 21, 2008, each of the officers and directors of the Company
resigned and were replaced by the officers and directors of Phase Merger Sub
Inc.
|
Item
5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
|
On
February 21, 2008, the Company filed with the Secretary of State of the State of Delaware
amended and restated Articles of Incorporation, which became effective on
such date. A copy of the Amended and Restated Articles of Incorporation is
included as Exhibit 5.1 to this Current Report on Form 8.K and is
incorporated herein by reference.
|
Item
9.01.
|
Financial Statements and Exhibits.
|
|
Exhibit
5.1 Amended and Restated Articles of Incorporation of Bradley Pharmaceuticals, Inc.
|
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.
|
BRADLEY PHARMACEUTICALS, INC.
|
|
|
|
Dated: February 21, 2008
|
By:
|
/s/ Paul McGarty
Paul McGarty
President and
Chief Executive Officer
|
Bradley (NYSE:BDY)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
Bradley (NYSE:BDY)
Graphique Historique de l'Action
De Sept 2023 à Sept 2024
Real-Time news about Bradley Pharmaceuticals (New York Stock Exchange): 0 recent articles
Plus d'articles sur Bradley Pharmaceuticals Inc