0001567619-19-023283.txt : 20191217
0001567619-19-023283.hdr.sgml : 20191217
20191217175810
ACCESSION NUMBER: 0001567619-19-023283
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191213
FILED AS OF DATE: 20191217
DATE AS OF CHANGE: 20191217
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KIRK RANDAL J
CENTRAL INDEX KEY: 0001091823
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31564
FILM NUMBER: 191290758
MAIL ADDRESS:
STREET 1: 1881 GROVE AVENUE
CITY: RADFORD
STATE: VA
ZIP: 24141
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: INTREXON CORP
CENTRAL INDEX KEY: 0001356090
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31564
FILM NUMBER: 191290759
BUSINESS ADDRESS:
STREET 1: 1750 KRAFT DRIVE
STREET 2: SUITE 1400
CITY: BLACKSBURG
STATE: VA
ZIP: 24060
BUSINESS PHONE: 301-556-9809
MAIL ADDRESS:
STREET 1: 1750 KRAFT DRIVE
STREET 2: SUITE 1400
CITY: BLACKSBURG
STATE: VA
ZIP: 24060
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fibrocell Science, Inc.
CENTRAL INDEX KEY: 0000357097
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 870458888
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 405 EAGLEVIEW BOULEVARD
CITY: EXTON
STATE: PA
ZIP: 19341
BUSINESS PHONE: 484-713-6000
MAIL ADDRESS:
STREET 1: 405 EAGLEVIEW BOULEVARD
CITY: EXTON
STATE: PA
ZIP: 19341
FORMER COMPANY:
FORMER CONFORMED NAME: ISOLAGEN INC
DATE OF NAME CHANGE: 20020320
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN FINANCIAL HOLDING INC /DE
DATE OF NAME CHANGE: 19960330
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN FINANCIAL HOLDING INC /CO
DATE OF NAME CHANGE: 19921008
4
1
doc1.xml
FORM 4
X0306
4
2019-12-13
1
0000357097
Fibrocell Science, Inc.
FCSC
0001091823
KIRK RANDAL J
C/O THIRD SECURITY, LLC
1881 GROVE AVENUE
RADFORD
VA
24141
0
0
1
0
0001356090
INTREXON CORP
C/O LEGAL DEPARTMENT
20374 SENECA MEADOWS PARKWAY
GERMANTOWN
MD
20876
0
0
1
0
Common Stock
2019-12-13
4
C
0
10282
A
80160
I
by Kapital Joe
Common Stock
2019-12-13
4
U
0
80160
3
D
0
I
by Kapital Joe
Common Stock
2019-12-13
4
C
0
291
A
2453
I
by Mascara Kaboom
Common Stock
2019-12-13
4
U
0
2453
3
D
0
I
by Mascara Kaboom
Common Stock
2019-12-13
4
C
0
169602
A
1324328
I
by NRM VII Holdings
Common Stock
2019-12-13
4
U
0
1324328
3
D
0
I
by NRM VII Holdings
Common Stock
2019-12-13
4
C
0
112617
A
539337
I
by Intrexon
Common Stock
2019-12-13
4
U
0
539337
3
D
0
I
by Intrexon
Series A Convertible Preferred Stock
2019-12-13
4
C
0
106
D
Common Stock
10282
0
I
by Kapital Joe
Series A Convertible Preferred Stock
2019-12-13
4
C
0
3
D
Common Stock
291
0
I
by Mascara Kaboom
Series A Convertible Preferred Stock
2019-12-13
4
C
0
1746
D
Common Stock
169602
0
I
by NRM VII Holdings
Series A Convertible Preferred Stock
2019-12-13
4
C
0
1161
D
Common Stock
112617
0
I
by Intrexon
Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2019 (the "Merger Agreement"), among the issuer, Castle Creek Pharmaceutical Holdings, Inc. ("Castle Creek") and Castle Creek Merger Corp. ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the issuer and Merger Sub (the "Effective Time"), each share of common stock of the issuer that was issued and outstanding immediately prior to the Effective Time, was converted into and thereafter represented the right to receive $3.00 in cash, without interest (the "Merger Consideration"), subject to any withholding of taxes required by applicable law, upon surrender of the certificates or book-entry shares in accordance with Section 2.2 of the Merger Agreement.
Each share of Series A Preferred Stock of the issuer issued and outstanding immediately prior to the Effective Time ("Preferred Stock"), in accordance with the terms of the Certificate of Designations, survived the merger transaction and thereafter only represented the right to receive an amount in cash, without interest, equal to the conversion amount, as that term is defined in the Consent and Termination Agreement ("Termination Agreement") entered into on September 12, 2019 by and among the issuer, Castle Creek, Merger Sub, Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon"), subject to any withholding of taxes required by applicable law, upon delivery of a Notice of Conversion in accordance with Section 2.2 of the Merger Agreement and the Certificate of Designations.
Pursuant to the Termination Agreement: (i) the Conversion Amount was calculated as: (x) the number of issuer shares of common stock such share of Preferred Stock is entitled to be converted into pursuant to the Certificate of Designation, based on the stated value and assuming a conversion price of $11.6355, multiplied by (y) the Merger Consideration; and (ii) the Merger Sub issued and delivered a Promissory Note in the principal amount equal to the aggregate amount of all of the Conversion Amounts which such securityholder is entitled to receive. The Promissory Notes bear interest at a rate of 8% per annum and Merger Sub shall repay the principal amount and all accrued and unpaid interest on the date that is one hundred-eighty (180) days following the closing date of the merger transaction. Each entity received the noted Conversion Amount and Promissory Notes: Kapital Joe ($30,846); Mascara Kaboom ($873); NRM VII Holdings ($508,086); and Intrexon ($337,851).
The indicated number of shares is reflective of all common shares held at the Effective Time of the merger, including those shares of Preferred Stock that were converted to common shares of the issuer, pursuant to the terms detailed in Footnotes 2 and 3.
Randal J. Kirk controls Kapital Joe, Mascara Kaboom, and NRM VII Holdings. Shares held by these entities may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
/s/ Randal J. Kirk
2019-12-17
/s/ Randal J. Kirk, CEO of Intrexon Corporation
2019-12-17