-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSeM8ZBbO7iu6i/trPmrAXnnWrh+btXwMlglvhCcERYhCAhkWlmy5PPHepvA7I6/ +XopSfKNRuPy1kJSwW4w2g== 0001104659-08-072448.txt : 20081121 0001104659-08-072448.hdr.sgml : 20081121 20081121163155 ACCESSION NUMBER: 0001104659-08-072448 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081121 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20081121 DATE AS OF CHANGE: 20081121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED THERAPEUTICS CORP CENTRAL INDEX KEY: 0001082554 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521984749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26301 FILM NUMBER: 081207951 BUSINESS ADDRESS: STREET 1: 1110 SPRING ST CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: 3016089292 MAIL ADDRESS: STREET 1: 1110 SPRING ST CITY: SILVER SPRING STATE: MD ZIP: 20910 8-K 1 a08-28998_18k.htm 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): November 21, 2008

 

United Therapeutics Corporation

(Exact Name of Registrant as Specified in the Charter)

 

Delaware

 

000-26301

 

52-1984749

(State or other jurisdiction of incorporation
or organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

1110 Spring Street
Silver Spring, MD

 

20910

(Address of principal executive offices)

 

(Zip Code)

 

(301) 608-9292

(Registrant’s telephone number, including area code)

 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 1.01               Entry into a Material Definitive Agreement.

 

On November 21, 2008, United Therapeutics Corporation (the “Company”) agreed to the guaranteed maximum price terms of a construction management agreement with The Whiting-Turner Construction Company (“Whiting-Turner”) based in Baltimore, Maryland. Whiting-Turner manages the construction of the Company’s new office and laboratory building (the “Facility”), which will connect to the Company’s current laboratory facility in Silver Spring, Maryland.

 

Under the terms of the agreement, Whiting-Turner is responsible for the construction of the Facility and has agreed that the construction costs of the Facility will not exceed approximately $61 million, which amount is subject to change based on agreed-upon changes to the scope of work. Whiting-Turner will be responsible for covering any costs in excess of the guaranteed maximum price. If the ultimate cost of the Facility is less than the guaranteed maximum, the Company will share a portion of these savings with Whiting-Turner. In addition, Whiting-Turner must pay penalties to the Company if the construction is not completed by November 16, 2009, which date is subject to change based on agreed-upon changes to the scope of work. Whiting-Turner has no material relationship with the Company or any of its affiliates.

 

The costs of constructing this facility will be funded from working capital.

 

The foregoing summary is qualified by reference to the copy of the agreement that will be filed as an exhibit to the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2008.

 

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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.

 

 

UNITED THERAPEUTICS CORPORATION

 

(Registrant)

 

 

 

Dated: November 17, 2008

By:

/s/ PAUL A. MAHON

 

Name:

Paul A. Mahon

 

Title:

General Counsel

 

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