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| LJPC > SEC Filings for LJPC > Form 8-K/A on 22-Sep-2009 | All Recent SEC Filings |
22-Sep-2009
Termination of a Material Definitive Agreement, Other Events
Note: The content of this Form 8-K/A is the same as the content of the Form 8-K dated September 21, 2009, except that the heading, "Item 1.01 Entry into a Material Definitive Agreement," has been corrected to read, "Item 1.02 Termination of a Material Definitive Agreement."
On September 18, 2009, the Board of Directors (the "Board") of La Jolla Pharmaceutical Company (the "Company") approved the termination of the Company's Amended and Restated Rights Agreement, dated December 2, 2008, by and between the Company and American Stock Transfer & Trust Co., LLC, as amended (the "Rights Agreement") effective as of September 23, 2009. A summary of the material terms and conditions of the Rights Agreement is contained in the Company's Registration Statements on Form 8-A/A, filed with the Securities and Exchange Commission on December 4, 2008 and January 26, 2009, respectively. The Rights Agreement was terminated in connection with the Board's approval of the liquidation and dissolution of the Company, as described below under Item 8.01.
On September 18, 2009, the Board approved the liquidation and dissolution of the Company pursuant to a Plan of Complete Liquidation and Dissolution (the "Plan of Dissolution"). Implementation of the Plan of Dissolution is subject to obtaining stockholder approval at a special meeting of the Company's stockholders, which is expected to be held on or about October 30, 2009. Upon stockholder approval of the Plan of Dissolution, the Company intends to proceed with the orderly wind down and dissolution of the Company.
The Plan of Dissolution will be described in detail in the proxy statement to be filed with the Securities and Exchange Commission.
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