UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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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): November 7, 2016
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FLAMEL TECHNOLOGIES S.A.
(Exact name of registrant as specified in its charter)
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Republic of France
(State or Other Jurisdiction
of Incorporation)
| 000-28508
(Commission File Number) | 98-0639540 (I.R.S. Employer
Identification No.) |
| | Parc Club du Moulin à Vent
33, avenue du Docteur Georges Levy
69200 Vénissieux France (Address of Principal Executive Offices) | |
Not Applicable (Zip Code)
| |
Registrant's telephone number, including area code: 011 +33 472 78 34 34
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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 November 7, 2016, Flamel Technologies S.A. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2016 and filed a Current Report on Form 8-K (the "Press Release") in connection therewith.
Subsequent to issuing the Press Release, the Company discovered that there were clerical errors on page 1 of Exhibit 99.1 under the section "Third Quarter Highlights". Specifically, adjusted net loss per share for the third quarter should have been $(0.08), and the adjusted net loss for the third quarter 2015 should have been adjusted net income of $13.1 million.
Therefore, the Company is filing this Current Report on Form 8-K/A to correct these clerical errors in the press release furnished by the Company as Exhibit 99.1 with its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2016.
Item 2.02. Results of Operations and Financial Condition.
On November 7, 2016, Flamel Technologies S.A. (the “Company”) issued a press release announcing its earnings for the quarter ended September 30, 2016. That press release, as corrected, is attached as Exhibit 99.1 and is incorporated herein by reference.
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Limitation of Incorporation by Reference
The information in this current report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall such information be incorporated by reference into any registration statement or other filing pursuant to the Securities Act of 1933, except as may be expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits relating to Item 2.02 shall be deemed to be furnished, and not filed:
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| 99.1 | | Press release dated November 7, 2016, issued by Flamel Technologies S.A. |
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.
FLAMEL TECHNOLOGIES S.A.
By: /s/ Phillandas T. Thompson
Phillandas T. Thompson
Senior Vice President, General Counsel and Corporate Secretary
Date: November 7, 2016
Exhibit Index
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| 99.1 | | Press release dated November 7, 2016, issued by Flamel Technologies S.A. |
