8-K: Current report filing
Published on October 7, 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2009
OPKO Health, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-26648 | 75-2402409 | ||
| (State or Other | (Commission | (IRS Employer | ||
| Jurisdiction of | File Number) | Identification No.) | ||
| Incorporation) |
4400 Biscayne Blvd
Miami, Florida 33137
(Address of Principal Executive Offices) (Zip Code)
Miami, Florida 33137
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (305) 575-4138
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 (see General Instruction
A.2. below):
| 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 1.01 Entry Into a Material Definitive Agreement.
On October 1, 2009, OPKO Health, Inc. (the Company) entered into a definitive agreement to
acquire Pharma Genexx S.A., a privately-owned Chilean company engaged in the representation,
importation, commercialization and distribution of pharmaceutical products, over-the-counter products and
medical devices for government, private and institutional markets (Pharma Genexx). Pursuant
to a stock purchase agreement (the Purchase Agreement) with Pharma Genexx and its shareholders,
Farmacias Ahumada S.A., FASA Chile S.A., and Laboratorios Volta S.A., the Company has acquired all
of the outstanding stock of Pharma Genexx in exchange for US$16 million in cash. A portion of the
proceeds will remain in escrow for a period of time to satisfy indemnification claims. Closing of
the transaction occurred on October 7, 2009.
The foregoing description of the terms of the Purchase
Agreement does not purport to be complete
and is qualified in its entirety by reference to the provisions of the Purchase Agreement,
which shall be filed as an exhibit to the Companys annual report on Form 10-K for the year ending December 31, 2009.
ITEM 2.01 Completion of Acquisition or Disposition of Assets.
The information disclosed under Item 1.01 of this report is incorporated into this Item 2.01
in its entirety.
ITEM 8.01. Other Events.
On October 2, 2009, the Company issued a press release announcing the entry into the Purchase
Agreement as set forth in Item 1.01 of this Current Report on Form 8-K. The press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 8.01 to this Current Report on Form 8-K and Exhibit 99.1
attached hereto shall not be deemed filed for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing by the Company under the Act.
ITEM 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The required financial statements for Pharma Genexx will be filed in accordance with Rule 3-05
of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than
seventy-one (71) days after the date on which this initial report is filed.
(b) Pro Forma Financial Information
The required pro forma financial information for Pharma Genexx will be filed in accordance
with Article 11 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event
later than seventy-one (71) days after the date on which this initial report is filed.
(d) Exhibits
| Exhibit Number | Description | |
99.1
|
Press Release of the Company dated October 2, 2009. |
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.
| OPKO Health, Inc. | ||||||
| By | /s/ Rao Uppaluri | |||||
| Name: | Rao Uppaluri | |||||
| Title: | Senior Vice President, Chief Financial Officer | |||||
Date October 7, 2009