Item 5.01. Changes in Control of Registrant.
As previously announced,
on November 18, 2007, the Company entered into an Agreement and Plan of Merger
dated as of November 18, 2007 (the “
Merger
Agreement
”) with Plethico Pharmaceuticals
Limited, a public limited company incorporated under the laws of India (“
Parent
”),
and Nutra Acquisition Company, Inc., a Delaware corporation and an indirect
subsidiary of Parent (“
Purchaser
”),
providing for the merger of Purchaser with and into the Company.
Pursuant to the Merger Agreement, on November 27, 2007, Purchaser commenced a tender offer (the “
Offer
”) to
purchase all of the Company’s outstanding shares of Common Stock at a purchase price of $4.40 per share, net to the seller in cash (the “
Offer Price
”),
without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 27, 2007 and in the related Letter of Transmittal furnished to the holders of Common
Stock.
The Offer expired by
its terms and was successfully completed at 5:00 p.m., New York City time, on
Thursday, December 27, 2007. Upon expiration of the Offer, Purchaser accepted
for payment in accordance with the terms of the Offer all shares of Common Stock
that were validly tendered and not withdrawn prior to expiration of the Offer,
and payment for such shares will be made promptly, in accordance with the terms
of the Offer and as required by applicable law. Purchaser has advised the Company
that, based upon information obtained by Purchaser from the depositary for the
Offer, as of the expiration of the Offer, a total of 13,108,619
shares of Common Stock, which in the aggregate represented approximately 91.9%
of the then outstanding shares of Common Stock, were validly tendered and not
withdrawn prior to the expiration of the Offer,
and an additional 63,245 shares of Common Stock were tendered by notice of guaranteed delivery.
On December 27, 2007,
Plethico assigned all of its interest in Purchaser to M/s Plethico Global
Holdings B.V., a subsidiary of Parent (“
Plethico Global
”).
The business address of Plethico Global is Hobbarmastraat 14, 1071 ZB, Amsterdam,
The Netherlands. As
a result of such assignment, Purchaser became a direct wholly owned subsidiary
of Plethico Global. Plethico Global is organized under the laws of
The Netherlands.
Following the acceptance
for payment by Purchaser of shares of Common Stock pursuant to the Offer, on
December 28, 2007 (the “
Effective
Time
”), the acquisition of the Company by Parent was completed by means
of a “short-form” merger of Purchaser with and into the Company (the “
Merger
”),
with the Company continuing its corporate existence under the name “Natrol,
Inc.” as the surviving corporation (the “
Surviving
Corporation
”) and a wholly
owned subsidiary of Plethico Global, in accordance with applicable provisions
of Delaware law that authorize the completion of such a merger without a vote
of the Company’s
stockholders.
In the Merger, at the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock owned by the Company or any
direct or indirect subsidiary of the Company and except for shares of Common Stock owned by Parent, Purchaser, or any subsidiary of Parent or Purchaser or held in the treasury of the Company), was canceled and converted into the right to receive the
Offer Price, without interest and less any applicable withholding taxes, subject to the rights of holders thereof to seek appraisal of the “fair value” of their shares of Common Stock by following the procedures required by Section 262 of
the Delaware General Corporation Law. The amount of consideration and source of funds used by the Purchaser to acquire the Company’s outstanding shares of Common Stock is described in Item 7 of the Purchaser’s Schedule TO and related Offer
to Purchase, dated November 27, 2007, as amended, which description is incorporated herein by reference.
The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 in its entirety by reference.
The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on November 20, 2007 and is incorporated into this Item 5.01 in its entirety by reference.
The other information
required by Item 5.01(a) of Form 8-K is contained in (i) the Company’s Solicitation/Recommendation
Statement on Schedule 14D-9, originally filed with the SEC on November 27, 2007,
as subsequently amended (the “
Statement
”),
and (ii) the Tender Offer Statement on Schedule TO, originally filed by Purchaser
and Parent with the SEC on November 27, 2007, as subsequently amended (the “
Schedule
TO
”), and such information is incorporated
in this Item 5.01 in its entirety by reference.
On December 28, 2007,
Parent issued a press release announcing the expiration of the Offer and the
results thereof, that it had accepted for payment in accordance with the terms
of the Offer all shares of Common Stock that were validly tendered and not withdrawn
prior to the expiration of the Offer and that it had completed the Merger. On
December 28, 2007, the Company also issued a press release regarding the foregoing.
A copy of each such press release is filed herewith as Exhibit 99.1 and Exhibit
99.2, respectively, and is incorporated in this Item 5.01 in its entirety
by reference.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensatory Arrangements of Certain
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Officers.
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Pursuant to the Merger Agreement, at the Effective Time, the directors and officers of Purchaser immediately prior thereto became the directors and officers, respectively, of the Surviving
Corporation, in each case until their successors are duly elected or appointed and qualified. The information regarding the new directors of the Surviving Corporation (Shashikant Patel, Rajiv Bedi, Hemant Modi, Sanjay Pai and Manmohan A. Patel) set
forth in the Offer to Purchase, dated November 27, 2007, as amended, attached as Schedule A to the Schedule TO, and in the Section 14(f) Information Statement of the Company attached as Annex B to the Statement, as amended, is incorporated in this
Item 5.02 in its entirety by reference.
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Item 5.03.
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Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
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Pursuant to the Merger Agreement, at
the Effective Time, the Company’s certificate of incorporation was amended and restated in its entirety to be identical to the certificate of incorporation of Purchaser, as in
effect immediately prior to the Effective Time (except that the name of the Surviving Corporation set forth therein is “Natrol, Inc.”),
and such amended and restated certificate of incorporation became the certificate
of incorporation of the Surviving Corporation.
Pursuant to the Merger
Agreement, at the Effective Time, the bylaws of Purchaser, as in effect immediately
prior to the Effective Time, became the bylaws of the Surviving Corporation.
Following the Merger, the bylaws of the Surviving Corporation will be amended
to provide that the name of the Surviving Corporation set forth therein is “Natrol,
Inc.”