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 6, 2020
The Medicines Company
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction
of Incorporation) | 000-31191 (Commission
File Number) | 04-3324394 (IRS Employer Identification No.) |
8 Sylvan Way
Parsippany, New Jersey 07054
(Address of Principal Executive Offices) (Zip Code)
(973) 290-6000
(Registrant’s telephone number, including area code)
(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):
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | MDCO | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 6, 2020, in connection with the consummation of the merger (the "Merger") of Medusa Merger Corporation (the "Purchaser") with and into The Medicines Company (the "Company"), the Company notified the NASDAQ Stock Market (the “NASDAQ”) of the consummation of the Merger and requested that the NASDAQ (i) suspend trading of the shares of common stock, par value $0.001 per share, of the Company (the "Shares") on the NASDAQ and (ii) file with the Securities and Exchange Commission (the "SEC") a Form 25 to report that the Shares are no longer listed on the NASDAQ and to deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of the Shares, which previously traded under the symbol “MDCO”, was halted prior to the opening of trading on January 6, 2020 and will be formally suspended on the NASDAQ on January 6, 2020. The Company intends to file with the SEC a Certification and Notice of Termination on Form 15 requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
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.
| | THE MEDICINES COMPANY |
| | | |
| Date: January 6, 2020 | By: | /s/ Stephen M. Rodin |
| | | Name: Stephen M. Rodin |
| | | Title: Executive Vice President and General Counsel |
