8-K 1 a09-7788_28k.htm 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): March 17, 2009

 

Sepracor Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

0-19410

 

22-2536587

(State or Other Jurisdiction

of Incorporation

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

84 Waterford Drive
Marlborough, MA

 

01752

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (508) 481-6700

 

 

(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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01  Other Events

 

On March 17, 2009, Sepracor Inc. (“Sepracor”) issued a press release announcing the final results of the offer by Sepracor to purchase for cash up to all of its outstanding 0% Convertible Senior Subordinated Notes due 2024 (the “Notes”) at a purchase price equal to $970 per $1,000 principal amount of the Notes upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 17, 2009 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).  The Offer expired at Midnight, New York City time, at the end of March 16, 2009.

 

Sepracor has been advised by Global Bondholders Services Corporation, the Depositary for the Offer, that Notes in an aggregate principal amount of $143,445,000 were validly tendered and not validly withdrawn prior to the expiration of the Offer.  Sepracor has accepted for purchase all Notes validly tendered and not validly withdrawn.  Sepracor will promptly forward cash in payment of the aggregate purchase price to the Depositary Trust Company for distribution to the holders of the tendered Notes.  The aggregate purchase price for all of the Notes validly tendered and not validly withdrawn, at a purchase price of $970 per $1,000 principal amount, will be $139,141,650.  Following Sepracor’s purchase of Notes pursuant to the Offer, Notes in an aggregate principal amount of $239,005,000 will remain outstanding.

 

A copy of the press release regarding that announcement is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

 

(d) Exhibits.

 

99.1         Press Release, dated March 17, 2009

 

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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 hereunto duly authorized.

 

 

 

Sepracor Inc.

 

 

Date: March 17, 2009

By:

/s/ Robert F. Scumaci

 

Name: Robert F. Scumaci

 

Title: Executive Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit

 

 

No.

 

Description

 

 

 

99.1

 

Press Release dated March 17, 2009

 

4