8-K: Current report filing
Published on December 5, 2007
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): December 4,
2007
OPKO
Health, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-26648
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75-2402409
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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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4400
Biscayne Blvd
Suite 1180
Miami,
Florida 33137
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (305) 575-4138
(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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Entry
into a Material Definitive
Agreement
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On
December 5, 2007, OPKO Health, Inc. (the “Company”) announced that the members of
The Frost Group, a private investment group controlled by Dr. Phillip Frost,
M.D., Chairman and CEO of the Company, have made a $20 million investment in
OPKO. Under the terms of the investment, the Company will issue 10,869,565
shares of the Company’s common stock, par value $.01, at $1.84 per share,
representing an approximately 40% discount to the five-day average trading
price
of the stock on the American Stock Exchange. The shares issued in the investment
will be restricted securities, subject to a two year lockup, and no registration
rights have been granted. The Frost Group also includes Dr. Jane Hsiao, Vice
Chairman and Chief Technical Officer of OPKO, Dr. Rao Uppaluri, Chief Financial
Officer of OPKO, and Mr. Steven D. Rubin, Executive Vice
President-Administration of OPKO. Following
this investment, members of the Frost Group will collectively
be deemed to beneficially own in
the
aggregate approximately 62% of OPKO’s outstanding common
stock.
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ITEM
3.02.
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Unregistered
Sales of Equity Securities
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The
information disclosed under Item 1.01 of this report is incorporated into this
Item 3.02 in its entirety. The issuance of the common stock will be exempt
from
the registration requirements under the Securities Act of 1933, as amended,
pursuant to Section 4(2) thereof, because the transaction does not involve
a
public offering.
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ITEM
9.01.
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Financial
Statements and Exhibits.
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(a)
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Not
Applicable
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(b)
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Not
Applicable
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(c)
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Not Applicable
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(d)
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Exhibits
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| No. | Description | |
| 99.1 | Press Release of the Company dated December 5, 2007 |
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.
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OPKO
Health, Inc.
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By
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/s/ Adam Logal
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Name:
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Adam
Logal
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Title:
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Executive
Director of Finance,
Chief
Accounting Officer, Treasurer
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Date
December 5, 2007
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