-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MZPxXWVzTyGfSIDmXAUrOB9JpFa1hgZ71vbq8wBPCQGZRTlsYopceup8pVF4tOe3 22/UPB07eiMxxIEkg+4lAg== 0001125282-06-001846.txt : 20060328 0001125282-06-001846.hdr.sgml : 20060328 20060328163702 ACCESSION NUMBER: 0001125282-06-001846 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060322 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060328 DATE AS OF CHANGE: 20060328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAVIENT PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000722104 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133033811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15313 FILM NUMBER: 06715477 BUSINESS ADDRESS: STREET 1: ONE TOWER CENTER CITY: EAST BRUNSWICK STATE: NJ ZIP: 08816 BUSINESS PHONE: 7324189300 MAIL ADDRESS: STREET 1: ONE TOWER CENTER CITY: EAST BRUNSWICK STATE: NJ ZIP: 08816 FORMER COMPANY: FORMER CONFORMED NAME: BIO TECHNOLOGY GENERAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 b412393_8k.htm CURRENT REPORT Prepared and filed by St Ives Financial

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): March 22, 2006

Savient Pharmaceuticals, Inc. 
 (Exact name of registrant as specified in charter)
     
Delaware 0-15313 13-3033811
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
     
     
 One Tower Center, 14th Floor
 East Brunswick, New Jersey 08816
(Address of principal executive offices) (Zip Code)
     
 Registrant’s telephone number, including area code: (732) 418-9300
     
 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 obligation of the registrant under any of the following provisions:

  Written communication 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 March 22, 2006, Savient Pharmaceuticals, Inc. (the “Registrant”) amended its Rights Agreement dated as of October 7, 1998 (the “Rights Agreement”), between the Registrant and American Stock Transfer & Trust Company, as Rights Agent.  The amendment eliminates the “slow hand” provisions, which have in the past been the subject of criticism by corporate governance authorities such as Institutional Shareholder Services.  The “slow hand” provisions applied under circumstances where a majority of the Registrant’s board of directors is elected by stockholder action at an annual or special meeting of stockholders.  Under such circumstances, the “slow hand” provisions provided for a 180-day waiting period before the board of directors could redeem or exchange the rights issued under the Rights Agreement, or supplement or amend the Rights Agreement, in each case in any manner reasonably likely to have the purpose or effect of facilitating transactions of the type described in the Rights Agreement. All other aspects of the Rights Agreement remain in full force.

Item 9.01.  Financial Statements and Exhibits

(d)     Exhibits

   See Exhibit Index attached hereto.

 

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.

    SAVIENT PHARMACEUTICALS, INC.
     
Date: March 28, 2006 By: /s/ Philip K. Yachmetz
   
    Philip K. Yachmetz
Executive Vice President &
Chief Business Officer

 

EXHIBIT INDEX

Exhibit No. Description
   
10.1
 Amendment to Rights Agreement, dated as of March 22, 2006 between the Registrant and American Stock Transfer & Trust Company. 

 

 GRAPHIC 2 emptybox.gif GRAPHIC begin 644 emptybox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L? M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end EX-10.1 3 b412393ex_10-1.htm EXHIBIT 10.1 Prepared and filed by St Ives Financial

AMENDMENT TO RIGHTS AGREEMENT

     This Amendment to Rights Agreement (the “Amendment”) is entered into as of March 22, 2006 between Savient Pharmaceuticals, Inc. (formerly Bio-Technology General Corp.), a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).

INTRODUCTION

The Company and the Rights Agent have entered into the Rights Agreement dated as of October 7, 1998 (the “Rights Agreement”).

Section 27(a) of the Rights Agreement provides that, for so long as the Rights (as defined in the Rights Agreement) are redeemable, the Company may, in its sole and absolute discretion, supplement or amend any provision of the Rights Agreement without the approval of any holders of Rights. The Company has determined to amend the Rights Agreement as set forth herein.

The Company and the Rights Agent therefore agree as follows:

1. Capitalized Terms. All capitalized, undefined terms used in this Amendment shall have the meanings assigned thereto in the Rights Agreement.
     
2. Amendments.
     
a. Section 23(b) of the Rights Agreement is hereby deleted from the Rights Agreement.
       
b. Section 23(c) of the Rights Agreement is hereby renumbered as Section 23(b) of the Rights Agreement.
       
c. Section 24(b) of the Rights Agreement is hereby deleted from the Rights Agreement.
       
d. Section 24(c) of the Rights Agreement is hereby renumbered as Section 24(b) of the Rights Agreement.
       
e. Section 24(d) of the Rights Agreement is hereby renumbered as Section 24(c) of the Rights Agreement and all references to Section 24(d) within that Section shall hereby be amended to reference Section 24(c).
       
f. Section 24(e) of the Rights Agreement is herby renumbered as Section 24(d) of the Rights Agreement and all references to Section 24(e) within that Section shall hereby be amended to reference Section 24(d).
       

 

g. Section 27(b) of the Rights Agreement is hereby deleted from the Rights Agreement.
       
h. Section 7(b) of the Rights Agreement is hereby amended so that references in that Section to Sections 23(b) and 24(b) shall hereby reference Sections 23 and 24, respectively.
       
i. Section 1(k) of the Rights Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the word “RESERVED”.
       
3. Effective Date. This Amendment shall become effective as of the date first written above.
     
4. Effect of Amendment. Except as expressly provided herein, the Rights Agreement shall be and remain in full force and effect.
     
5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
     
6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
     
7. Certification. The officer of the Company executing this Amendment, being an appropriate officer of the Company and authorized to do so by resolution of the Board of Directors of the Company, hereby certifies to the Rights Agent that this amendment is in compliance with Section 27 of the Rights Agreement.

[Remainder of page intentionally left blank]

-2-

IN WITNESS WHEREOF, the Company and the Rights Agent have executed this Amendment as of the date first above written.

  SAVIENT PHARMACEUTICALS, INC.
       
       
  By: /s/  Philip Yachmetz
   
    Name: Philip Yachmetz
    Title: SVP – Corporate Strategy
General Counsel & Secretary
       
  AMERICAN STOCK TRANSFER & TRUST COMPANY
       
       
  By: /s/  Herbert J. Lemmer
   
    Name: Herbert J. Lemmer
    Title: Vice President

 

 -----END PRIVACY-ENHANCED MESSAGE-----