0001104659-13-000152.txt : 20130102 0001104659-13-000152.hdr.sgml : 20130101 20130102172120 ACCESSION NUMBER: 0001104659-13-000152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121227 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20130102 DATE AS OF CHANGE: 20130102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lantheus Medical Imaging, Inc. CENTRAL INDEX KEY: 0001500157 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 510396366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-169785 FILM NUMBER: 13502746 BUSINESS ADDRESS: STREET 1: 331 TREBLE COVE ROAD CITY: NORTH BILLERICA STATE: MA ZIP: 01862 BUSINESS PHONE: 978-667-9531 MAIL ADDRESS: STREET 1: 331 TREBLE COVE ROAD CITY: NORTH BILLERICA STATE: MA ZIP: 01862 8-K 1 a12-30326_28k.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):  December 27, 2012

 

LANTHEUS MEDICAL IMAGING, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

333-169785

 

51-0396366

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

331 Treble Cove Road, North Billerica, MA 01862

(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code:  (978) 671-8001

 

Not Applicable

(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 (see General Instruction A.2. below):

 

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.

 

Amendment to Cardinal’s Supply Agreement for Generators, Thallium and other Products

 

On December 27, 2012, the registrant, Lantheus Medical Imaging, Inc. (the “Company”), entered into Amendment No. 2 (the “Amendment”), effective as of December 27, 2012, to the Amended and Restated Supply Agreement (Thallium and Generators) by and between the Company and Cardinal Health 414, LLC (“Cardinal”) entered into as of January 1, 2009 and effective as of January 1, 2004 (as amended, the “Supply Agreement”).  The Amendment extends the term of the Supply Agreement until December 31, 2014 and establishes new pricing and purchase requirements for TechneLite® generators and Thallium over the extended term.  The Amendment also provides for the supply of TechneLite® generators containing molybdenum-99 sourced from low-enriched uranium targets and sets forth Cardinal’s purchase requirements and pricing for Gallium-67, Xenon-133, and Neurolite® Kit for the Preparation of Technetium Tc99m Bicisate for Injection.  The Supply Agreement allows for termination upon the occurrence of specified events, including a material breach of a provision of the Supply Agreement by either party and force majeure events.

 

Amendment to Cardinal’s Cardiolite® Agreement

 

On December 27, 2012, the Company entered into Amendment No. 2 (the “Cardiolite® Amendment”), effective as of December 27, 2012, to the Amended and Restated Cardiolite® License and Supply Agreement by and between the Company and Cardinal entered into as of January 1, 2009 and effective as of January 1, 2004 (as amended, the “Cardiolite® Agreement”). The Cardiolite® Amendment extends the term of the Cardiolite® Agreement until December 31, 2014 and establishes new pricing and purchase requirements over the extended term.  The Cardiolite® Agreement allows for termination upon the occurrence of specified events, including a material breach of a material provision of the Cardiolite® Agreement by either party, Cardinal’s termination of its business operations in the nuclear medicine industry, Cardinal’s failure to follow trademark usage guidelines and force majeure events.

 

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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.

 

 

 

LANTHEUS MEDICAL IMAGING, INC.

 

 

 

By:

/s/ Michael P. Duffy

 

Name:

Michael P. Duffy

 

Title:

Vice President and General Counsel

 

 

Date: January 2, 2013

 

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