Additional Proxy Soliciting Materials (definitive) (defa14a)
10 3월 2016 - 10:57PM
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):
March 10, 2016
___________________
FLAMEL TECHNOLOGIES S.A.
(Exact name of registrant as specified in
its charter)
___________________
Republic of France
(State or Other Jurisdiction
of Incorporation) |
000-28508
(Commission File Number) |
98-0639540
(I.R.S. Employer
Identification No.) |
Parc Club
du Moulin à Vent
33, avenue du Docteur Georges Levy
69200 Vénissieux France
(Address
of Principal Executive Offices) |
Not Applicable
(Zip Code) |
Registrant’s telephone number, including
area code: 011 +33 472 78 34 34
___________________
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:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | 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)) |
Flamel Technologies S.A. (Nasdaq: FLML) (the “Company”)
intends to seek shareholder approval to change its jurisdiction of incorporation from France to Ireland.
Important Additional Information Regarding the Proposed Irish
Reincorporation will be Filed with the SEC
In connection with the issuance of shares of a newly formed
Irish company (“New Flamel”) to the Company’s security holders in connection with the change in the Company’s
jurisdiction of incorporation from France to Ireland referred to in this current report on Form 8-K (the “Reincorporation”),
the Company presently anticipates that New Flamel will file with the SEC a registration statement on Form S-4 that will contain
a prospectus of New Flamel and that the Company will file a proxy statement (the “Proxy Statement”) relating to the
Reincorporation (such Form S-4 and the Proxy Statement, together, are referred to hereinafter as the “Form S-4/Proxy Statement”).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4/PROXY STATEMENT, AND OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE REINCORPORATION, CAREFULLY AND IN THEIR ENTIRETY BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE REINCORPORATION, THE PARTIES TO THE REINCORPORATION AND THE RISKS ASSOCIATED WITH THE REINCORPORATION. Those documents,
if and when filed, as well as the Company’s and New Flamel’s other public filings with the SEC, may be obtained without
charge at the SEC’s website at www.sec.gov or at the Company’s website at http://flamel.com. Security holders and other
interested parties will also be able to obtain, without charge, a copy of the Form S-4/Proxy Statement and other relevant documents
(when available) by directing a request by mail to Flamel Technologies S.A., c/o Éclat Pharmaceuticals, 702 Spirit 40 Park
Drive, Suite 108, Saint Louis, Missouri 63005, Attention: Phillandas T. Thompson, Senior Vice President, General Counsel and Corporate
Secretary, or at http://www.flamel.com. Security holders may also read and copy any reports, statements and other information filed
with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330
or visit the SEC’s website for further information on its public reference room.
Participants in the Solicitation
The Company, its directors and certain of its executive officers
may be considered participants in the solicitation of proxies in connection with the transactions contemplated by the Form S-4/Proxy
Statement. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 20-F
for the year ended December 31, 2014, which was filed with the SEC on April 30, 2015. Other information regarding potential
participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the Form S-4/Proxy Statement when it is filed.
Non-Solicitation
This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall there be any sale of securities.
Responsibility
The directors of the Company accept responsibility for the information
contained in this current report on Form 8-K and, to the best of their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this document is in accordance with the facts and it does not omit
anything likely to affect the import of such information.
Safe Harbor: This current report
on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995; in particular, with respect to the Reincorporation. All statements herein that are not clearly historical in nature are
forward-looking, and the words “intend,” “anticipate,” “assume,” “believe,” “expect,”
“estimate,” “plan,” “will,” “may,” and the negative of these and similar expressions
generally identify forward-looking statements. All forward-looking statements involve risks, uncertainties and contingencies, many
of which are beyond the Company’s control and could cause actual results to differ materially from the results contemplated
in such forward-looking statements. These risks, uncertainties and contingencies include the risk that we may not obtain shareholder
approval for the Reincorporation, the risk that we may decide to abandon the proposed Reincorporation in the event new facts and
circumstances change our belief as to the anticipated benefits thereof, or other applicable risks that may be set forth in the
Form S-4/Proxy Statement. The Company undertakes no obligation to update its forward-looking statements as a result of new information,
future events or otherwise, except as required by law.
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.
|
FLAMEL TECHNOLOGIES S.A. |
|
|
|
|
By: |
/s/ Phillandas T. Thompson |
|
|
Phillandas T. Thompson |
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Senior Vice President, General Counsel and Corporate Secretary |
Date: March 10, 2016
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