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PATH > SEC Filings for PATH > Form 8-K on 21-Feb-2014All Recent SEC Filings

Show all filings for NUPATHE INC.

Form 8-K for NUPATHE INC.


21-Feb-2014

Termination of a Material Definitive Agreement, Completion of Acquisition or Disposi


Item 1.02. Termination of a Material Definitive Agreement.

On February 21, 2014, in connection with the Merger, the Company, as borrower, terminated the Loan and Security Agreement dated as of November 26, 2012 by and among the Company, the lenders from time to time party thereto


and Hercules Technology Growth Capital, Inc., as collateral agent and as a lender (as amended or supplemented, the "Loan Agreement"). In connection with the termination, the Company paid all fees and other amounts due under the Loan Agreement, including a prepayment fee of $108,274.34. The Company previously filed the Loan Agreement as an exhibit to its Current Report on Form 8-K filed with the SEC on November 27, 2012, and amended on November 29, 2012.



Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 21, 2014, the Company (i) notified the NASDAQ Stock Market LLC ("NASDAQ") of the consummation of the Merger and (ii) requested that NASDAQ
(x) halt trading in the Shares for February 21, 2014 and suspend trading of the Shares effective February 21, 2014 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Shares and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.



Item 3.03. Material Modification to Rights of Security Holders.

The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, as set forth below, became the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly designated, as the case may be, and each of Armando Anido, Wayne P. Yetter, Michael Cola, James A. Datin, William J. Federici, Richard S. Kollender, Robert P. Roche, Jr. and Brian J. Sisko ceased serving as directors of the Company. The officers of Merger Sub immediately prior to the Effective Time, as set forth below, became the initial officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly designated, as the case may be, and each of Armando Anido, Terri B. Sebree, Keith A. Goldan, Michael F. Marino and Gerald W. McLaughlin ceased serving as officers of the Company.

Richard S. Egosi President and Chief Executive Officer; Director Deborah A. Griffin Vice President, Chief Financial Officer and Treasurer; Director Austin D. Kim Secretary

Richard S. Egosi, 51, is President and Chief Executive Officer and a director of Merger Sub. Mr. Egosi is Group Executive Vice President, Chief Legal Officer and Company Secretary of Parent and has held various legal positions at Parent and its subsidiaries since joining Parent in 1995. He received a B.S. in economics from Clemson University in 1984 and a J.D. and M.B.A. from Emory University in 1988.

Deborah A. Griffin, 47, is Vice President, Chief Financial Officer and Treasurer and a director of Merger Sub. Ms. Griffin is Chief Accounting Officer of Parent and has held various finance and accounting positions at Parent and its subsidiaries since joining Parent in 2001. She is a certified public accountant and received a B.S. in accounting from LaSalle University in 1988.

Austin D. Kim, 50, is Secretary of Merger Sub. Mr. Kim is Vice President and Deputy General Counsel, Corporate/M&A of Parent and has held various legal positions at Parent and its subsidiaries since joining Parent in 2006. He received an A.B. in English literature and economics from Stanford University in 1985 and a J.D. from Columbia University School of Law in 1988.




Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the terms of the Merger Agreement, the Company's certificate of incorporation was amended and restated in its entirety, effective as of the Effective Time. A copy of the Company's amended and restated certificate of incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, the Company's bylaws were amended and restated in their entirety, effective as of the Effective Time. A copy of the Company's amended and restated bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit
Number                                   Description
  2.1        Agreement and Plan of Merger by and among Teva Pharmaceuticals
             Industries Ltd., Train Merger Sub, Inc. and NuPathe Inc., dated as
             of January 17, 2014 (incorporated by reference to Exhibit 2.1 of
             NuPathe Inc.'s Current Report on Form 8-K filed on January 21,
             2014)*+
  3.1        Amended and Restated Certificate of Incorporation of NuPathe Inc.
  3.2        Amended and Restated Bylaws of NuPathe Inc.



* Schedules to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplementally copies of any omitted schedules upon request by the SEC.

+ Previously filed.


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