Form 8-K

0001193125-13-406735.txt : 20131022 0001193125-13-406735.hdr.sgml : 20131022 20131022165533 ACCESSION NUMBER: 0001193125-13-406735 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131022 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131022 DATE AS OF CHANGE: 20131022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARATANA THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001509190 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 383826477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35952 FILM NUMBER: 131164109 BUSINESS ADDRESS: STREET 1: 1901 OLATHE BOULEVARD CITY: KANSAS CITY STATE: KS ZIP: 66103 BUSINESS PHONE: 913.951.2130 MAIL ADDRESS: STREET 1: 1901 OLATHE BOULEVARD CITY: KANSAS CITY STATE: KS ZIP: 66103 8-K 1 d616098d8k.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): October 22, 2013

ARATANA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35952

38-3826477

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


1901 Olathe Blvd., Kansas City, KS 66103		66103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, include area code:

(913) 951-2132

(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):

¨	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 1.01.

Entry into a Material Definitive Agreement.

On October 22, 2013, Aratana Therapeutics, Inc. (“Aratana”) entered into Amendment No. 1 to the Share Purchase Agreement (the “Amendment”), by and among Aratana and the entities named therein (the “Purchasers”). Pursuant to the Amendment, Aratana and the Purchasers agreed to eliminate the requirement under the Share Purchase Agreement, dated as of October 13, 2013, by and among Aratana and the Purchasers (the “Share Purchase Agreement”), that Aratana file a registration statement with the Securities and Exchange Commission to register for resale the 1,234,375 shares of Aratana’s common stock purchased by the Purchasers pursuant to the Share Purchase Agreement (the “Private Placement Shares”). In addition, Aratana and the Purchasers also agreed to eliminate the indemnification provisions from the Share Purchase Agreement that had related to the registration for resale of the Private Placement Shares. As a result of the Amendment, Aratana is also no longer obligated to register for resale the shares (the “Merger Shares”) issued pursuant to that certain Agreement and Plan of Merger, dated October 13, 2013, by and among Vet Therapeutics, Inc., Aratana, Jayhawk Acquisition Corporation, a wholly-owned subsidiary of Aratana, and Jeffrey Miles, as the stockholders’ representative, as the obligation to register the Merger Shares was based upon the registration rights contained in the Share Purchase Agreement, which have now been eliminated.

The foregoing description of the terms of the Amendment is qualified in its entirety by reference to the provisions of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Amendment No. 1 to Share Purchase Agreement, dated as of October 22, 2013, by and among Aratana Therapeutics, Inc., and the entities named therein.

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.


	ARATANA THERAPEUTICS, INC.

Date: October 22, 2013	By:	/s/ Steven St. Peter, M.D.

		Steven St. Peter, M.D.
		President and Chief Executive Officer

EXHIBIT INDEX


Exhibit No.		Description

10.1		Amendment No. 1 to Share Purchase Agreement, dated October as of 22, 2013, by and among Aratana Therapeutics, Inc., and the entities named therein.

EX-10.1 2 d616098dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO

SHARE PURCHASE AGREEMENT

This Amendment No. 1 to Share Purchase Agreement (this “Amendment”) dated as of October 22, 2013 is made by and among Aratana Therapeutics, Inc., a Delaware corporation (the “Company”), and the entities set forth on the signature pages hereto (the “Purchasers”), and amends the Share Purchase Agreement, dated as of October 13, 2013 by and among the Company and the Purchasers (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

WHEREAS, in accordance with Section 11.1 of the Agreement, the Agreement may be amended by the Company and each of the Purchasers; and

WHEREAS, the Company and the Purchasers desire to amend the Agreement to, among other things, eliminate the registration rights of the Purchasers.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Amendments.

(a) Section 5.5 of the Agreement is hereby amended and restated in its entirety to read as follows:

“5.5 Pending Acquisition and Resale Registration. Purchaser understands that the Company intends to enter into an Agreement and Plan of Merger (the “Merger Agreement”) on or about the date hereof with respect to the acquisition of Vet Therapeutics, Inc., a Delaware corporation, pursuant to which Vet Therapeutics, Inc. become a wholly owned subsidiary of the Company (the “Merger”).”

(b) Section 8 of the Agreement is hereby amended and restated in entirety to read as follows:

“SECTION 8. COMPLIANCE WITH THE SECURITIES ACT.

(a) With a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the Commission that may at any time permit the Purchaser to sell the Shares to the public without registration, the Company covenants and agrees to: (A) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (1) such date as all of the Purchasers’ Shares may be resold without volume or manner of sale limitations pursuant to Rule 144(b) or any other rule of similar effect or (2) such date as all of the Purchasers’ Shares shall have been resold; (B) file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act; and (C) furnish to the Purchaser upon request, as long as the Purchaser owns any

Shares, (1) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (2) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, if available, except to the extent that such documents are available from the Commission on its EDGAR website, and (3) such other information as may be reasonably requested (including but not limited to, opinion of counsel) in order to avail the Purchaser of any rule or regulation of the Commission that permits the selling of any such Shares without registration.”

“SECTION 10. RESERVED.”

2. Miscellaneous.

(a) Effect of Amendment. Except as specifically amended herein, the Agreement is hereby ratified and confirmed and shall remain in full force and effect. Each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the other documents entered into in connection with the Agreement, shall mean and be a reference to the Agreement, as amended hereby.

(b) Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any principles of conflict of laws that would result in the application of any law other than the laws of the State of New York.

(c) Pronouns; Construction. Whenever the context may require, any pronouns used in this Amendment shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference herein to “including” shall be interpreted as “including without limitation”.

(d) Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same document. This Amendment may be executed by facsimile signatures.

(e) Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

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