8-K/A: Current report filing
Published on October 27, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 13,
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) (Zip Code)
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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EXPLANATORY
NOTE
OPKO
Health, Inc. (the “Company”) is filing this Amendment No. 1 to its Current
Report on Form 8-K that was initially filed with the Securities and Exchange
Commission on April 18, 2007 in order to include items required under Items
2.01
and 9.01.
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Completion
of Acquisition or Disposition of
Assets.
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On
April 13, 2007, the Company invested $5 million in Ophthalmic
Technologies, Inc., an Ontario corporation (“OTI”) and entered into a definitive
Share Purchase Agreement (the “Purchase Agreement”) with OTI and its
shareholders. In exchange for the $5 million investment, OTI agreed to
issue common shares of OTI to the Company to cause the Company to hold one-third
of the equity in OTI on a fully diluted basis. The $5 million was to
be used by OTI for working capital.
Under
the
Purchase Agreement, the Company received an exclusive option to purchase the
remaining shares of OTI in exchange for the issuance of between
3.13 million and 2.82 million shares of the Company’s common stock,
depending upon the average per share closing price of the Company’s common stock
for the ten (10) trading days ended on the second business day prior to the
exercise of the option.
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ITEM
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired
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The
following financial statements of OTI are being filed with this report as
Exhibit 99.1:
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Consolidated
Balance Sheets of OTI as of April 30, 2007 and April 30,
2006
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Statements
of Operations and Deficit and Cash Flows for the years ended April
30,
2007 and April 30, 2006
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(b)
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Pro
Forma Financial Information
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The
following pro forma financial information is being filed with this report as
Exhibit 99.2:
Unaudited
Condensed Consolidated Pro Forma Balance Sheet as of December 31,
2006
Unaudited
Condensed Consolidated Pro Forma Combined Statement of Operations for the
period from inception (June 23, 2006) to December 31, 2006
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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.
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Description
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23.1
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Consent
of Deloitte & Touche LLP
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99.1
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Financial
Statements listed in Item 9.01(a)
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99.2
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Pro
Forma Financial Information listed in Item
9.01(b)
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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/ 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: October
24, 2008
Exhibit
Index
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No.
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Description
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23.1
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Consent
of Deloitte & Touche LLP
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99.1
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Financial
Statements listed in Item 9.01(a)
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99.2
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Pro
Forma Financial Information listed in Item
9.01(b)
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