8-K 1 k73343e8vk.txt CURRENT REPORT 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): November 26, 2002 ---------- ESPERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-16033 38-3419139 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3621 South State St., 695 KMS Place, Ann Arbor, MI 48108 ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (734) 332-0506 Item 5. Other Events. On November 26, 2002, the Board of Directors of Esperion Therapeutics, Inc. ("Esperion") approved an amendment ("Amendment No. 1") to the Rights Agreement dated April 18, 2002 between Esperion and StockTrans, Inc., as rights agent (the "Rights Agreement"). Amendment No. 1 revises the definition of "Acquiring Person" to exclude the Sacane Group (as defined in Amendment No. 1) unless and until the earlier of such time as the Sacane Group, together with all Affiliates and Associates, directly or indirectly, becomes the Beneficial Owner of 25% or more of the Common Shares then outstanding or ceases to hold any of the Common Shares of which it is the Beneficial Owner without any intention of changing or influencing control of the Company. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 4.3 Amendment No. 1 to Rights Agreement, dated November 26, 2002, between Esperion Therapeutics, Inc. and StockTrans, Inc., as Rights Agent SIGNATURES 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. ESPERION THERAPEUTICS, INC. By: /s/ Roger S. Newton --------------------------------------------- Name: Roger S. Newton, Ph.D Title: President and Chief Executive Officer Dated: November 26, 2002 EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION Exhibit 4.3 Amendment No. 1 to Rights Agreement, dated November 26, 2002, between Esperion Therapeutics, Inc. and StockTrans, Inc., as Rights Agent