Form 8-K

SAGENT PHARMACEUTICALS, INC.

Date: July 5, 2013

/s/ MICHAEL LOGERFO

Michael Logerfo

Executive Vice President, Chief Legal Officer and Corporate Secretary

0001193125-13-283875.txt : 20130705 0001193125-13-283875.hdr.sgml : 20130704 20130705170008 ACCESSION NUMBER: 0001193125-13-283875 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130604 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130705 DATE AS OF CHANGE: 20130705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sagent Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001369786 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35144 FILM NUMBER: 13955834 BUSINESS ADDRESS: STREET 1: 1901 NORTH ROSELLE ROAD, SUITE 700 CITY: SCHAUMBURG STATE: IL ZIP: 60195 BUSINESS PHONE: 847-908-1604 MAIL ADDRESS: STREET 1: 1901 NORTH ROSELLE ROAD, SUITE 700 CITY: SCHAUMBURG STATE: IL ZIP: 60195 FORMER COMPANY: FORMER CONFORMED NAME: Sagent Holding Co. DATE OF NAME CHANGE: 20090529 FORMER COMPANY: FORMER CONFORMED NAME: NHS PHARMACEUTICALS DATE OF NAME CHANGE: 20060720 8-K 1 d564979d8k.htm FORM 8-K Form 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): June 4, 2013

Sagent Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-35144

Delaware

98-0536317

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

1901 N. Roselle Road, Suite 700, Schaumburg, Illinois 60195

(Address of principal executive offices, including zip code)

(847) 908-1600

(Registrant’s telephone number, including area code)

(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))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 30, 2013, Sagent Pharmaceuticals, Inc., a Delaware corporation (the “Company”) entered into a Share Purchase Agreement, with Chengdu Kanghong Pharmaceuticals (Group) Co. Ltd. (“Kanghong”) pursuant to which the Company agreed to acquire Kanghong’s 50% interest in Kanghong Sagent (Chengdu) Pharmaceutical Co. Ltd. (“KSCP”) in exchange for $25 million, payable in installments through September 2015. The acquisition was subject to customary closing conditions, including approval by the Chengdu Hi-Tech Industrial Development Zone Bureau of Investment Services (“BIS”). On June 4, 2013, the Company received final approval for the transaction from the BIS. Accordingly, the transaction has been completed. As a result of the completion of the transaction, KSCP is now a wholly-owned subsidiary of the Company.

Pursuant to the Share Pledge Agreement entered into by the parties concurrently with the execution of the Share Purchase Agreement, the Company is pledging a portion of the shares acquired from KSCP as collateral to secure the Company’s future installment payment obligations. The Company’s internal sources of cash are expected to be sufficient to satisfy the future installment payment obligations related to the acquisition.

For additional information regarding the Share Purchase Agreement and the transactions contemplated thereby, please see the Current Report on Form 8-K filed by the Company on May 6, 2013 and the copies of the Share Purchase Agreement and Share Pledge Agreement filed as Exhibits 10.1 and 10.2 thereto.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The Company intends to file the interim financial statements required by Item 9.01(a) of Form 8-K with respect to our acquisition of KSCP within the time period allowed for such filing pursuant to Item 9.01(a)(4) of Form 8-K.

(b) Pro Forma Financial Information

The Company intends to file the pro forma financial information required by Item 9.01(b) of Form 8-K with respect to our acquisition of KSCP within the time period allowed for such filing pursuant to Item 9.01(b)(2) of Form 8-K.

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.