8-K: Current report filing
Published on May 12, 2008
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): May 6, 2008
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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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
May 6,
2008, OPKO Health, Inc. (the “Company”) completed the acquisition of Vidus
Ocular, Inc., a privately-held company that is developing Aquashunt™, a
shunt to be used in the treatment of glaucoma. Pursuant to a Securities
Purchase Agreement with Vidus, each of its stockholders, and the holders of
convertible promissory notes issued by Vidus, the Company acquired all of the
outstanding stock and convertible debt of Vidus in exchange for (i) the issuance
and delivery at closing of 658,080 shares of the Company’s common stock (the
“Closing Shares”); (ii) the issuance of 488,420 shares of the Company’s common
stock to be held in escrow pending the occurrence of certain development
milestones (the “Milestone Shares”); and (iii) the issuance of options to
acquire 200,000 shares of the Company’s common stock. Additionally, in the event
that the stock price for the Company’s common stock at the time of receipt of
approval or clearance by the U.S. Food & Drug Administration of a pre-market
notification 510(k) relating to the Aquashunt is not at or above a specified
price, the Company will be obligated to issue an additional 413,850 shares
of
its common stock. A portion of the Closing Shares and the Milestone Shares
will
remain in escrow for a period of one year to satisfy indemnification claims.
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ITEM
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Description
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99.1
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Press
Release of the Company dated May 7, 2008
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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
/s/
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Name:
Adam
Logal
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Title: Executive
Director of Finance, Chief
Accounting Officer, Treasurer
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Date
May
12, 2008