0001193125-16-752318.txt : 20161031 0001193125-16-752318.hdr.sgml : 20161031 20161031061703 ACCESSION NUMBER: 0001193125-16-752318 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20161025 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161031 DATE AS OF CHANGE: 20161031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Raptor Pharmaceutical Corp CENTRAL INDEX KEY: 0001070698 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 860883978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25571 FILM NUMBER: 161959927 BUSINESS ADDRESS: STREET 1: 7 HAMILTON LANDING STREET 2: SUITE 100 CITY: NOVATO STATE: CA ZIP: 94949 BUSINESS PHONE: 415-408-6200 MAIL ADDRESS: STREET 1: 7 HAMILTON LANDING STREET 2: SUITE 100 CITY: NOVATO STATE: CA ZIP: 94949 FORMER COMPANY: FORMER CONFORMED NAME: Raptor Pharmaceutical Corp. DATE OF NAME CHANGE: 20090929 FORMER COMPANY: FORMER CONFORMED NAME: TorreyPines Therapeutics, Inc. DATE OF NAME CHANGE: 20061003 FORMER COMPANY: FORMER CONFORMED NAME: AXONYX INC DATE OF NAME CHANGE: 19990303 8-K 1 d265444d8k.htm 8-K 8-K

 

 

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): October 25, 2016

 

 

HORIZON PHARMACEUTICAL LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-25571   86-0883978

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

7 Hamilton Landing, Suite 100

Novato, CA 94949

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (415) 408-6200

 

 

RAPTOR PHARMACEUTICAL CORP.

(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:

 

☐ 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))

 

 

 

Introductory Note

As previously disclosed in the Current Report on Form 8-K filed by Raptor Pharmaceutical Corp., a Delaware corporation (“Raptor”), with the United States Securities and Exchange Commission on October 25, 2016, Raptor entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 12, 2016, with Horizon Pharma plc, a public limited company organized under the laws of Ireland (“Parent”), and Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), Purchaser merged with and into Raptor (the “Merger”), with Raptor continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Parent.

 

Item 3.03. Material Modification to Rights of Security Holders.

On October 25, 2016, following the effective time of the Merger, Raptor was converted from a Delaware corporation to a Delaware limited liability company pursuant to Section 266 of the DGCL and Section 18-214 of the Limited Liability Company Act (the “LLC Act”) of the State of Delaware (the “Conversion”). In connection with the Conversion, Raptor’s name was changed to Horizon Pharmaceutical LLC (“Horizon LLC”). As a result of the Conversion, all rights, privileges, powers and assets of Raptor became vested in Horizon LLC and all debts, liabilities and duties of Raptor became debts, liabilities and duties of Horizon LLC pursuant to and in accordance with Section 266(h) of the DGCL and Section 18-214(f) of the LLC Act.

The disclosure under the Introductory Note is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Copies of the certificate of formation and the certificate of conversion of Horizon LLC are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K. On October 25, 2016, Horizon LLC executed a limited liability company agreement which, together with the certificate of conversion, supersedes all of the provisions of Raptor’s former amended and restated certificate of incorporation and bylaws.

The disclosure under Item 3.03 is incorporated herein by reference.

 

Item 9.01. Exhibits.

(d) Exhibits

 

Exhibit No.

   

Description

3.1    Certificate of Formation of Horizon Pharmaceutical LLC.
3.2    Certificate of Conversion of Horizon Pharmaceutical LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 31, 2016     HORIZON PHARMACEUTICAL LLC
    By:  

/s/ Paul W. Hoelscher

    Name:   Paul W. Hoelscher
    Title:   Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.

   

Description

3.1    Certificate of Formation of Horizon Pharmaceutical LLC.
3.2    Certificate of Conversion of Horizon Pharmaceutical LLC.
 EX-3.1 2 d265444dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION

OF

HORIZON PHARMACEUTICAL LLC

TO THE SECRETARY OF STATE

OF THE STATE OF DELAWARE:

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code, as amended, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

I.

NAME

The name of the limited liability company is Horizon Pharmaceutical LLC (the “Company”).

II.

INITIAL REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office and the name and address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware 19808.

IN WITNESS WHEREOF, the undersigned authorized agent of the Company has executed this Certificate of Formation as of October 25, 2016.

 

/s/ Timothy P. Walbert

Timothy P. Walbert
Authorized Person
 EX-3.2 3 d265444dex32.htm EX-3.2 EX-3.2

Exhibit 3.2

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION

TO A LIMITED LIABILITY COMPANY

PURSUANT TO

SECTION 266

OF THE DELAWARE GENERAL CORPORATION LAW

AND

SECTION 18-214

OF THE DELAWARE LIMITED LIABILITY COMPANY ACT

RAPTOR PHARMACEUTICAL CORP., a Delaware corporation (the “Company”), does hereby certify to the following facts relating to the conversion of the Company into HORIZON PHARMACEUTICAL LLC, a Delaware limited liability company:

 

1. The name of the Company immediately prior to filing this Certificate is Raptor Pharmaceutical Corp.

 

2. The date the Company’s original Certificate of Incorporation was filed in the State of Delaware is October 3, 2006 under the name TorreyPines Therapeutics, Inc.

 

3. The name of the limited liability company as set forth in the Delaware Certificate of Formation is Horizon Pharmaceutical LLC.

 

4. The conversion shall be effective upon the filing of this Certificate.

 

5. The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Conversion as of October 25, 2016.

 

RAPTOR PHARMACEUTICAL CORP.
By:  

/s/ Timothy P. Walbert

  Timothy P. Walbert
  President and Chief Executive Officer