UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
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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)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
As previously disclosed, Akorn, Inc. (the “Company”) is a nominal defendant and certain current and former Company officers and directors have been named individual defendants in a putative shareholder derivative suit captioned In re Akorn, Inc. Shareholder Derivative Litigation (Civ. A. No. 1:18-cv-07374) (the “In re Akorn, Inc. Shareholder Derivative Litigation”), filed in United States District Court for the Northern District of Illinois (the “Court”). On March 3, 2020, the parties filed with the Court a Joint Motion for the Approval and Entry of a Stipulation and Proposed Order of Dismissal (the “Stipulation and Proposed Order”) providing for the voluntary dismissal of the action with prejudice. Pursuant to the terms of the Stipulation and Proposed Order, the Company is filing the Stipulation and Proposed Order, attached hereto as Exhibit 99.1, with this Current Report on Form 8-K.
The voluntary dismissal of the In re Akorn, Inc. Shareholder Derivative Litigation does not affect any claims asserted in In re Akorn, Inc. Data Integrity Securities Litigation, C.A. No. 18-cv-1713 (N.D. Ill.) (the “Securities Class Action”), the class-wide settlement filed with the court in the Securities Class Action on August 9, 2019, or the direct actions under the federal securities laws brought by shareholders who have requested exclusion from the class-wide settlement in the Securities Class Action.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Stipulation and Proposed Order |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Akorn, Inc. | ||
| Date: March 4, 2020 | By: | /s/ Duane A. Portwood |
| Duane A. Portwood | ||
| Chief Financial Officer | ||
Exhibit 99.1
UNITED STATES DISTRICT COURT
Northern DISTRICT OF illinois
Eastern Division
|
IN RE AKORN, INC. SHAREHOLDER DERIVATIVE LITIGATION
This Document Relates to: ALL ACTIONS |
Civ. A. No. 1:18-cv-07374
STIPULATION AND
|
WHEREAS, prior to the filing of the above-captioned case, a derivative suit, Kogut v. Akorn, Inc., et al., No. 646,174 (La. Dist. Ct.) (the “Kogut Action”), was filed in the 19th Judicial District Court for the Parish of East Baton Rouge, Louisiana (the “Louisiana Court”);
WHEREAS, the parties to the Kogut Action entered into a Stipulation and Agreement of Settlement dated December 12, 2019 (the “Kogut Settlement”);
WHEREAS, pursuant to a Preliminary Approval Order issued by the Louisiana Court, Akorn, Inc. provided notice of the Kogut Settlement to its shareholders by filing a Notice of Proposed Settlement (the “Settlement Notice”) with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K, posting the Settlement Notice on its website, and publishing the Settlement Notice in Investor’s Business Daily;
WHEREAS, the Louisiana Court entered a Final Order and Judgment on January 22, 2020 (the “Kogut Final Order and Judgment”), granting final approval of the Kogut Settlement and releasing “any and all actions, suits, [or] claims . . . that have been or that might have been asserted by . . . any Akorn stockholder against any Released Persons derivatively . . . based upon or related to the facts, transactions, events, occurrences, acts, disclosures, statements, omissions or failures to act” alleged in the Kogut Action;
WHEREAS, the above-captioned case is brought by Plaintiffs Dale Trsar, Trustee of the Dale A. Trsar Trust and Felix Glaubach, derivatively on behalf of Akorn and alleges some of the same claims as asserted in the Kogut Action;
WHEREAS, without conceding that the above-captioned action is “based upon and related to” the same facts and transactions at issue in the Kogut Action or that the claims asserted in the above-captioned case are released by the Kogut Final Order and Judgment, Plaintiffs believe that continued prosecution of this action is no longer in the best interests of Akorn, on whose behalf this action is brought;
WHEREAS, the parties have met and conferred and agree that the above-captioned action should be voluntarily dismissed with prejudice, with each side bearing its own costs and attorneys’ fees; and
WHEREAS, no payment or other consideration has been provided in exchange for the agreement set forth herein;
| 2 |
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and between Plaintiffs Dale Trsar, Trustee of the Dale A. Trsar Trust and Felix Glaubach and Defendants Akorn, Inc., John N. Kapoor, Rajat Rai, Mark M. Silverberg, Duane A. Portwood, Alan Weinstein, Kenneth S. Abramowitz, Stephen J. Meyer, Terry Allison Rappuhn, Adrienne L. Graves, Ronald M. Johnson, and Brian Tambi, by and through their respective undersigned counsel as follows:
1. The above-captioned action is voluntarily dismissed with prejudice, without costs or attorneys’ fees to any party, pursuant to Rules 23.1(c) and 41(a) of the Federal Rules of Civil Procedure.
2. Akorn shall provide notice of the voluntary dismissal to shareholders by filing this Stipulation and Proposed Order of Dismissal in a Current Report on Form 8-K within two (2) business days of its filing with this Court.
March 3, 2020
| BERMAN TABACCO | CRAVATH, SWAINE & MOORE LLP, | |||
| By | /s/ Nathaniel L. Orenstein | By | /s/ Robert H. Baron | |
| Nathaniel L. Orenstein (admitted pro hac vice) | Robert H. Baron (admitted pro hac vice) | |||
|
One Liberty Square Boston, MA 02109 (617) 542-8300 norenstein@bermantabacco.com
Attorney for Plaintiffs |
825 Eighth Avenue New York, NY 10019 (212) 474-1000 rbaron@cravath.com
Attorney for Defendants | |||
SO ORDERED
Dated: March ___, 2020
Chicago, IL
| Honorable Judge John J. Tharp, Jr. United States District Judge |
| 3 |
Cover |
Mar. 03, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 03, 2020 |
| Entity File Number | 001-32360 |
| Entity Registrant Name | Akorn, Inc. |
| Entity Central Index Key | 0000003116 |
| Entity Tax Identification Number | 72-0717400 |
| Entity Incorporation, State or Country Code | LA |
| Entity Address, Address Line One | 1925 W. Field Court |
| Entity Address, Address Line Two | Suite 300 |
| Entity Address, City or Town | Lake Forest |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60045 |
| City Area Code | 847 |
| Local Phone Number | 279-6100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, No Par Value |
| Trading Symbol | AKRX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |