0001104659-12-055049.txt : 20120807 0001104659-12-055049.hdr.sgml : 20120807 20120807112259 ACCESSION NUMBER: 0001104659-12-055049 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120625 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities FILED AS OF DATE: 20120807 DATE AS OF CHANGE: 20120807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMAG PHARMACEUTICALS INC. CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10865 FILM NUMBER: 121011921 BUSINESS ADDRESS: STREET 1: 100 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 6174983300 MAIL ADDRESS: STREET 1: 100 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MAGNETICS INC DATE OF NAME CHANGE: 19920703 8-K/A 1 a12-17039_28ka.htm 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

 

(Amendment No. 1)

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): June 25, 2012

 

AMAG PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-10865

 

04-2742593

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

100 Hayden Avenue

 

 

Lexington, Massachusetts

 

02421

(Address of principal executive offices)

 

(Zip Code)

 

(617) 498-3300

(Registrant’s telephone number, including area code)

 

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))

 

 

 


 

Explanatory Note.

 

On June 29, 2012, AMAG Pharmaceuticals, Inc. (the “Company”) filed a Current Report on Form 8-K to announce plans to divest its Cambridge, Massachusetts manufacturing facility. At the time of such filing, the Company was unable to estimate the total amount or range of amounts expected to be incurred in connection with its plan to divest its Cambridge, Massachusetts manufacturing facility or to estimate the amount or range of amounts of the charges that will result in future cash expenditures with respect to such expected divestiture.

 

This current report on Form 8-K/A is being filed solely to disclose an estimate of the total amount or range of amounts expected to be incurred in connection with its plan to divest its Cambridge, Massachusetts manufacturing facility and an estimate of the amount or range of amounts of the charges that will result in future cash expenditures with respect to such expected divestiture.  This Amendment does not otherwise revise the June 29, 2012 Current Report on Form 8-K in any way.

 

Item 2.05. Costs Associated with Exit or Disposal Activities.

 

The Company expects to incur approximately $4.0 million to $5.0 million in charges, under Generally Accepted Accounting Principles in the United States, or GAAP, in connection with its plan to divest its Cambridge, Massachusetts manufacturing facility and expects to incur approximately $2.2 million to $2.5 million in total cash expenditures related to such expected divestiture.  As of June 30, 2012, approximately $2.5 million of these GAAP charges have been recognized and approximately $1.6 million of these cash expenditures have been made.

 

In connection with the divestiture of its Cambridge, Massachusetts manufacturing facility, the Company intends to reduce its production within the manufacturing facility and will incur additional charges as a result of idle manufacturing capacity within the facility. Such charges will be classified as cost of goods sold in the period incurred.

 

Additionally, the Company expects to begin marketing the facility for sale later this year.  Any cash proceeds from the sale of the facility will offset the above noted cash expenditures.

 

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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 thereunto duly authorized.

 

 

 

AMAG PHARMACEUTICALS, INC.

 

 

 

 

 

 

 

By:

/s/ Frank E. Thomas

 

 

Frank E. Thomas

 

 

Executive Vice President and

 

 

Chief Operating Officer

 

 

 

 

 

 

 

Date: August 7, 2012

 

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