Amended Current Report Filing (8-k/a)
24 Juni 2019 - 12:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 16, 2019
CATALENT, INC.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-36587
|
|
20-8737688
|
(State or other jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
|
|
|
14 Schoolhouse Road
Somerset, New Jersey
|
|
08873
|
(Address of registrants principal executive office)
|
|
(Zip code)
|
(732)
537-6200
(Registrants telephone number, including area code)
Not Applicable
(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):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
symbols(s)
|
|
Name of each exchange
on which registered
|
Common Stock
|
|
CTLT
|
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Explanatory Note
As previously reported in the Current Report on Form
8-K
filed by Catalent, Inc. (Catalent)
on May 22, 2019 (the Original Report), pursuant to the Agreement and Plan of Merger (as amended, the Merger Agreement), dated as of April 14, 2019, by and among Catalent Pharma Solutions, Inc., Catalent Holdco I
Inc., a wholly owned subsidiary of Catalent Pharma Solutions, Inc. (Merger Sub), Paragon Bioservices, Inc. (Paragon), Pearl Shareholder Representative, LLC, as representative of the Company Securityholders (as defined in the
Merger Agreement), and, solely with respect to Sections 4.12 (solely with respect to the Equity Financing (as defined in the Merger Agreement)) and 8.19 of the Merger Agreement, Catalent, Merger Sub merged with and into Paragon on May 17,
2019 (the Merger), with Paragon continuing as the surviving company in the Merger. As a result of the Merger, Paragon became an indirect, wholly owned subsidiary of Catalent.
This Current Report on Form
8-K/A
amends the Original Report to provide the financial statements of
Paragon and the pro forma financial information relating to the Merger that are required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively, and should be read in conjunction with the Original Report. Except as set forth herein, no other
modification has been made to the Original Report.
Item 9.01
|
Financial Statements and Exhibits.
|
(a)
Financial Statements of Business Acquired
. The (i) audited balance sheet of Paragon as of December 31, 2018 and the
related audited statements of operations and comprehensive income, changes in stockholders equity (deficit), and cash flows for the year ended December 31, 2018, together with the notes thereto and the independent auditors report
thereon, and (ii) the unaudited balance sheet of Paragon as of March 31, 2019 and the related unaudited statements of operations and comprehensive income, changes in stockholders equity (deficit), and cash flows for the three months
ended March 31, 2019 and 2018, together with the notes thereto, in each case, required by Item 9.01(a) of Form
8-K
are filed as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.
(b)
Pro Forma Financial Information
. The unaudited pro forma financial statements of Catalent as of March 31, 2019, for the
nine months ended March 31, 2019, and for the year ended June 30, 2018 required by Item 9.01(b) of Form
8-K,
which give pro forma effect to the Merger and certain financing transactions described in
the pro forma financial statements, are filed as Exhibit 99.3 hereto and incorporated herein by reference.
(d)
Exhibits
.
|
|
|
Exhibit
No.
|
|
Description
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
99.1
|
|
Audited balance sheet of Paragon as of December
31, 2018 and the related audited statements of operations and comprehensive income, changes in stockholders equity (deficit), and cash flows for the year ended December
31, 2018, together with the notes thereto and the independent auditors report thereon.
|
|
|
99.2
|
|
Unaudited balance sheet of Paragon as of March
31, 2019 and the related unaudited statements of operations and comprehensive income, changes in stockholders equity (deficit), and cash flows for the three months ended March 31, 2019 and 2018, together with the notes thereto.
|
|
|
99.3
|
|
Unaudited pro forma financial statements of Catalent as of March 31, 2019, for the nine months ended March 31, 2019, and for the year ended June 30, 2018, together with the notes thereto.
|
SIGNATURE
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.
|
|
|
|
|
Catalent, Inc.
|
|
|
(Registrant)
|
|
|
By:
|
|
/s/ Steven L. Fasman
|
|
|
Steven L. Fasman
|
|
|
Senior Vice President, General Counsel and Secretary
|
Date: June 21, 2019
Catalent (NYSE:CTLT)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Catalent (NYSE:CTLT)
Historical Stock Chart
Von Jul 2023 bis Jul 2024