- Current report filing (8-K)
08 9월 2010 - 2:46AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
September 3,
2010
BIOSPHERE MEDICAL, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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000-23678
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04-3216867
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1050 Hingham Street
Rockland, Massachusetts
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02370
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(Address of Principal Executive
Offices)
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(Zip Code)
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Registrants telephone number, including area
code:
(781)
681-7900
(Former Name or Former Address, if Changed
Since Last Report)
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
5.07. Submission of Matters
to a Vote of Security Holders.
On
September 3, 2010, BioSphere Medical, Inc. (BioSphere) held a
special meeting of stockholders to consider and vote upon a proposal to adopt
the Agreement and Plan of Merger (the Merger Agreement), dated as of May 13,
2010, by and among BioSphere, Merit Medical Systems, Inc. (Merit Medical),
a Utah corporation, and Merit BioAcquisition Co., a Delaware corporation and
wholly owned subsidiary of Merit Medical.
As previously announced, pursuant to the Merger Agreement, Merit
BioAcquisition Co. will be merged with and into BioSphere (the Merger), and
BioSphere will become a wholly owned subsidiary of Merit Medical. If the Merger is completed, BioSphere
shareholders will be entitled to receive $4.38 in cash, without interest and
less any applicable withholding taxes, for each share of BioSphere common stock
owned by them as of the date of the Merger (assuming the prior conversion of
all outstanding shares of BioSphere series A preferred stock into shares of the
BioSphere common stock).
As
of August 2, 2010, which was the record date for the special meeting,
18,768,618 shares of BioSphere capital stock were issued and outstanding. A quorum was present for the special meeting.
The
proposal to adopt the Merger Agreement was approved by BioSpheres
stockholders. The results of the vote on
this proposal were:
Votes For
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Votes Against
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Abstain
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17,194,194
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205,851
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3,000
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Item
8.01. Other Events.
Also,
in connection with the Merger, BioSphere has received notices from all holders
of its series A preferred stock electing to convert all such shares into shares
of BioSphere common stock.
2
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.
Date:
September 7, 2010
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BIOSPHERE
MEDICAL, INC.
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By:
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/s/
Martin J. Joyce
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Martin
J. Joyce
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Executive
Vice President
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and
Chief Financial Officer
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3
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