Item 1.02 Termination of a Material Definitive Agreement
Effective as of
Item 2.01 Completion of Acquisition or Disposition of Assets
As described in the Introductory Note above, on
The aggregate consideration paid by Merger Sub in the Offer and Merger to
purchase all outstanding Shares (other than the Shares owned by
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
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 Merger, the Company (i) notified
Item 3.03 Material Modification to Rights of Security Holders
The information contained in the Introductory Note and Items 1.02, 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant
Upon the Effective Time, Spark became a wholly owned subsidiary of
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
At the Effective Time of the Merger, the following individuals resigned as
members of the board of directors (or similar governing body) of Spark and its
subsidiaries, and from all committees of the board of directors (or similar
governing body) of Spark and its subsidiaries:
Effective immediately following the resignations described above,
Also at the Effective Time of the Merger, the Company entered into a separation
and release agreement with each of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety.
Copies of the Amended and Restated Certificate of Incorporation and Bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger by and amongSpark Therapeutics, Inc. ,Roche Holdings, Inc. and 022019Merger Subsidiary, Inc. , datedFebruary 22, 2019 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed bySpark Therapeutics, Inc. onFebruary 25, 2019 ). 3.1 Amended and Restated Certificate of Incorporation of the Company (filed herewith). 3.2 Bylaws of the Company (filed herewith). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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