Sucampo Pharmaceuticals, Inc. (NASDAQ:SCMP) Files An 8-K Termination of a Material Definitive AgreementItem 1.02.
On February13, 2018, in connection with the consummation of the Merger, Sucampo (i)notified the NASDAQ Global Stock Market (“NASDAQ”) of the consummation of the Merger and (ii)requested that NASDAQ (a)halt trading in the Sucampo Shares for February13, 2018 and suspend trading of the Sucampo Shares effective February13, 2018 and (b)file with the SEC a Form25 Notification of Removal from Listing and/or Registration to delist and deregister the Sucampo Shares under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Sucampo intends to file a certification on Form15 with the SEC requesting the deregistration of the Sucampo Shares and the suspension of Sucampo’s reporting obligations under Sections13 and 15(d) of the Exchange Act.
| Item 1.02. | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note, Item 1.02, Item 1.02 and Item 1.02 of this Current Report on Form8-K is incorporated herein by reference.
| Item 1.02. | Changes in Control of Registrant. |
The information set forth in the Introductory Note, Item 1.02, Item 1.02 and Item 1.02 of this Current Report on Form8-K is incorporated herein by reference.
| Item 1.02. | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
to the terms of the Merger Agreement, the certificate of incorporation and bylaws of Sucampo were amended and restated in their entirety, effective as of the Effective Time. Copies of Sucampo’s amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits3.1 and 3.2 hereto, respectively, each of which is incorporated herein by reference.
| Item 1.02. | Financial Statements and Exhibits. |
(d) Exhibits. See Exhibit Index.
4
EXHIBIT INDEX
| Exhibit No. |
Description |
| 2.1* | Agreement and Plan of Merger, dated as of December 23, 2017, by and among Sucampo Pharmaceuticals, Inc., Mallinckrodt plc and Sun Acquisition Co. (incorporated by reference to Exhibit2.1 to the Current Report on Form 8-K filed with the SEC by Sucampo Pharmaceuticals, Inc. on December26, 2017). |
| 3.1 | Amended and Restated Certificate of Incorporation of Sucampo Pharmaceuticals, Inc. |
| 3.2 | Amended and Restated Bylaws of Sucampo Pharmaceuticals, Inc. |
| 4.1 | Indenture, dated as of December 27, 2016, between Sucampo Pharmaceuticals, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit4.1 to the Current Report on Form 8-K filed with the SEC by Sucampo Pharmaceuticals, Inc. on December27, 2016). |
| 4.2 | Supplemental Indenture, dated as of February13, 2018, between Sucampo Pharmaceuticals, Inc. and U.S. Bank National Association, as Trustee. |
* Schedules omitted to Item 601(b)(2) of Regulation S-K. Sucampo Pharmaceuticals, Inc. agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
5
Sucampo Pharmaceuticals, Inc. ExhibitEX-3.1 2 d527693dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION of SUCAMPO PHARMACEUTICALS,…To view the full exhibit click here
About Sucampo Pharmaceuticals, Inc. (NASDAQ:SCMP)
Sucampo Pharmaceuticals, Inc. is a biopharmaceutical company. The Company focuses on research and development of drugs to treat gastrointestinal, ophthalmic and oncology-based inflammatory disorders. It operates through development and commercialization of pharmaceutical products segment. Its operations are conducted through Sucampo AG, based in Zug, Switzerland, through which the Company conducts certain worldwide and European operations; Sucampo Pharma, LLC, based in Tokyo and Osaka, Japan and R-Tech Ueno, Ltd., based in Kobe, Japan, through which the Company conducts its Asian operations; Sucampo Pharma Americas LLC, based in Rockville, Maryland, through which the Company conducts operations in North and South America, and Sucampo Pharma Europe, Ltd., based in Oxford, the United Kingdom. It offers AMITIZA for the treatment of constipation and RESCULA for the lowering of intraocular pressure (IOP). Its products under development include cobiprostone, RTU-1096 and RTU-009.
