Item 1.02 Termination of a Material Definitive Agreement

Effective as of December 17, 2019 and contingent upon the consummation of the Merger, the Company terminated the Spark Therapeutics, Inc. 2015 Employee Stock Purchase Plan (and any subplans thereunder), the Spark Therapeutics, Inc. 2015 Stock Incentive Plan and the Spark Therapeutics, Inc. 2014 Stock Incentive Plan.

Item 2.01 Completion of Acquisition or Disposition of Assets

As described in the Introductory Note above, on December 17, 2019, Merger Sub irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date. On December 17, 2019, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company's stockholders required to consummate the Merger. Upon the consummation of the Merger, Spark became a wholly owned subsidiary of Roche Holdings.

The aggregate consideration paid by Merger Sub in the Offer and Merger to purchase all outstanding Shares (other than the Shares owned by Roche Holdings and its affiliates) and other equity-based interests of Spark pursuant to the Offer and the Merger, was approximately $4.8 billion. Roche Holdings provided Merger Sub with the necessary funds to fund the Offer and the Merger from its cash on hand.

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 The Nasdaq Stock Market ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq (x) halt trading in the Shares on December 17, 2019, prior to market open, and suspend trading of the Shares effective as of the close of trading on December 17, 2019 and (y) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

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 Roche Holdings. The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

--------------------------------------------------------------------------------

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: Steven M. Altschuler, Lars G. Ekman, M.D., Ph.D., Katherine A. High, M.D., Jeffrey D. Marrazzo, Anand Mehra, M.D., Vincent J. Milano, Robert J. Perez, Elliott Sigal, M.D., Ph.D. and Lota Zoth, CPA.

Effective immediately following the resignations described above, Bruce Resnick and Sean Johnston were appointed as the directors of Spark.

Also at the Effective Time of the Merger, the Company entered into a separation and release agreement with each of Stephen Webster and Daniel R. Faga, entitling each executive officer to severance benefits in accordance with their respective existing Employment Agreements, dated January 16, 2015 and May 2, 2016, respectively.

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 among Spark Therapeutics,
                  Inc., Roche Holdings, Inc. and 022019 Merger Subsidiary, Inc.,
                  dated February 22, 2019 (incorporated by reference to Exhibit 2.1
                  to the Current Report on Form 8-K filed by Spark Therapeutics, Inc.
                  on February 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)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses