-----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, SJL6PLTPGr4WotE4ojDOiptVnXJJcdaPTLc1whNcLf/inxOaajprCenGkCgmiGYM qJws1Myby3rzF9yQEIsa2w== 0000950162-03-000064.txt : 20030114 0000950162-03-000064.hdr.sgml : 20030114 20030109150545 ACCESSION NUMBER: 0000950162-03-000064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030109 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHIRE PHARMACEUTICALS GROUP PLC CENTRAL INDEX KEY: 0000936402 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29630 FILM NUMBER: 03509148 BUSINESS ADDRESS: STREET 1: HAMPSHIRE INTL BUSINESS PARK STREET 2: CHINEHAM BASINGSTOKE CITY: HAMPSHIRE ENGLAND RG STATE: X0 BUSINESS PHONE: 1264333455 MAIL ADDRESS: STREET 1: HAMPSHIRE INTL BUSINESS PARK STREET 2: CHINEHAM BASINGSTOKE CITY: HAMPSHIRE ENGLAND RG STATE: X0 8-K 1 shire8k010903.txt FORM 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): January 9, 2003 Shire Pharmaceuticals Group plc - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) England and Wales - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-29630 98-0359573 (Commission File Number) (IRS Employer Identification No.) Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP England - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code 44 1256 894 000 ------------------------------ - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On January 9, 2003, Shire Pharmaceuticals Group plc ("Shire") sent a notice to certain of its directors and officers informing them that between the dates of January 24, 2003 and February 28, 2003, inclusive, there shall be a blackout with respect to trading of Shire's equity securities. A copy of this notice is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits. The following exhibit is filed herewith: 99.1 Notice to the Management Employee Directors and Executive Officers of Shire Pharmaceuticals Group plc dated January 9, 2003 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. Dated: January 9, 2003 SHIRE PHARMACEUTICALS GROUP PLC By: Angus Russell ------------------------------------------ Name: Angus Russell Title: Group Finance Director EXHIBIT INDEX Number Description 99.1 Notice to the Management Employee Directors and Executive Officers of Shire Pharmaceuticals Group plc dated January 9, 2003 EX-99.1 3 shire8kex010903.txt NOTICE NOTICE TO THE MANAGEMENT EMPLOYEE DIRECTORS AND EXECUTIVE OFFICERS OF SHIRE PHARMACEUTICALS GROUP PLC: ROLF STAHEL DR JOSEPH WILSON TOTTEN ANGUS CHARLES RUSSELL This notice is to inform you that from January 24, 2003 through February 28, 2003, you will be prohibited from purchasing, selling or otherwise acquiring or transferring the common stock or any of its derivative securities (i.e. stock options) of Shire Pharmaceuticals Group plc (the "Company"). The reason for this prohibition is that effective February 1, 2003 Shire US Inc. is changing the Shire US Inc. 401(k) Savings Plan (the "Plan") record keeper and trustee from US Bank to Fidelity. During the period from January 24, 2003 through February 28, 2003, the record keepers require certain Plan activity to cease so that all assets and account balances may be properly transferred. During such period participants of the plan will be prevented from engaging in Plan transactions such as changing current investment elections, reallocating future investment elections, requesting distributions and requesting loans. This period is commonly referred to as a "blackout period." Under these circumstances, because the common stock of the Company is an investment option under this Plan, pursuant to section 306 of the Sarbanes-Oxley Act of 2002, certain directors and officers of the affected issuer must also be prohibited from trading in the Company's securities. Should you have any questions regarding the subject of this notice, please contact the following: Tatjana May General Counsel/Company Secretary Shire Pharmaceuticals Group plc Hampshire International Business Park Chineham Basingstoke Hampshire England RG24 8EP Tel: +44 (0)1256 894000 -----END PRIVACY-ENHANCED MESSAGE-----