UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 17, 2013 (December 16, 2013)
Date of Report (date of earliest event reported)
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TRANSCEPT PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 000-51967 | | 33-0960223 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
1003 W. Cutting Blvd., Suite #110
Point Richmond, California 94804
(Address of principal executive offices)
(510) 215-3500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other events.
On December 17, 2013, Transcept Pharmaceuticals, Inc. (“Transcept”) issued a press release acknowledging that Retrophin, Inc. had withdrawn its offer to purchase the outstanding shares of Transcept stock for $4.00 per share. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
The following Exhibits are filed as part of this Current Report on Form 8-K.
(d) Exhibits
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| Exhibit Number | | Description |
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| 99.1 | | Press Release dated December 17, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | TRANSCEPT PHARMACEUTICALS, INC. |
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| Date: December 17, 2013 | | | | |
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| | | By: | | /s/ Leone D. Patterson |
| | | Name: | | Leone D. Patterson |
| | | Title: | | Vice President, Chief Financial Officer |
EXHIBIT INDEX
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| Exhibit Number | | Description |
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| 99.1 | | Press Release dated December 17, 2013. |
