Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, on
The Offer expired at one minute after
Following the consummation of the Offer, the remaining conditions to the Merger
set forth in the Merger Agreement were satisfied or waived, and on
At the Effective Time, each then outstanding option to acquire Company Shares (the "Company Options"), whether vested or not vested, was cancelled and converted into the right to receive a cash payment equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the transactions described in Item 2.01
of this Current Report on Form 8-K, which are incorporated by reference herein,
the Company notified The Nasdaq Global Market ("Nasdaq") of the consummation of
the Merger and requested that Nasdaq (i) halt trading in the Company Shares,
(ii) suspend trading of and delist the Company Shares and (iii) file with the
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As set forth under Item 2.01 of this Current Report on Form 8-K, at the
Effective Time, each Company Share (other than any Company Shares (i) owned at
the commencement of the Offer and immediately prior to the Effective Time by
Parent, Purchaser, or the Company or any direct or indirect wholly-owned
subsidiary thereof, (ii) irrevocably accepted for purchase pursuant to the
Offer, or (iii) owned by Company stockholders who were entitled to demand and
who properly and validly demanded their appraisal rights under
Item 5.01. Changes in Control of Registrant.
The information set forth under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. As a result of the consummation of the Offer and the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned indirect subsidiary of Parent.
Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each of
the officers and directors of the Company tendered their resignation as an
officer and/or director of the Company and its subsidiary, as applicable.
Pursuant to the Merger Agreement, as of the Effective Time,
Information about Messrs. Coleman, Bradley and Maletta is contained in the Offer
to Purchase, dated
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, as of the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety to be in the form set forth in Annex B to the Merger Agreement, the text of which amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Pursuant to the Merger Agreement, as of the Effective Time, the bylaws of the Company were amended and restated in its entirety, the text of which amended and restated bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofOctober 19, 2020 , by and amongBioSpecifics Technologies Corp. , Endo International plc, andBeta Acquisition Corp. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed byBioSpecifics Technologies Corp. with theSEC onOctober 19, 2020 ). 3.1 Amended and Restated Certificate of Incorporation ofBioSpecifics Technologies Corp. 3.2 Amended and Restated By-laws ofBioSpecifics Technologies Corp. 99.1 Press Release, datedDecember 2, 2020 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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