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): December 19, 2008
(Exact name of registrant specified in its charter)
| | | | | |
| Delaware | | 001-32980 | | 20-0434726 |
| |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
| | | |
600 W. Germantown Pike, Suite 400,
Plymouth Meeting, Pennsylvania | | 19462 |
| |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone, including area code: (610) 940-1675
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 (seeGeneral Instruction A.2. below):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 – Entry into a Material Definitive Agreement.
On December 19, 2008, Sunstone (Tangshan) Pharmaceutical Co., Ltd., a wholly owned subsidiary of BMP Sunstone Corporation (the “Company”), entered into an Equity Transfer Agreement between the Company and Beijing Penn Pharmaceutical Sci-Tech Development Co., Ltd. (“Beijing Penn”) to purchase 50% of the outstanding equity interests of Zhangjiakou Shengda Pharmaceutical Co., Ltd. (“Shengda”) for RMB 20.0 million (or $2,921,968 as of December 19, 2008) in cash.
The purchase price is payable in installments:
| | • | | RMB 6 million (or $876,590 as of December 19, 2008) is payable within 15 business days following the signing of the Equity Transfer Agreement and |
| |
| | • | | RMB 14 million (or $2,045,373 as of December 19, 2008) is payable in five equal installments on the second, fourth, sixth, eighth and tenth month anniversary following the closing of the transactions contemplated by the Equity Transfer Agreement. |
Pursuant to the Equity Transfer Agreement, the Company purchased 50% of the outstanding equity interests of Shengda from Beijing Penn. Shengda is a Sino-foreign joint venture corporation with a contract period of 30 years. Following the transactions contemplated by the Equity Transfer Agreement, the Company will be one of three shareholders of Shengda.
Shengda is a leading manufacturer of pediatric pharmaceuticals and specializes in antibiotic research and development. It has approval from the Chinese SFDA to manufacture approximately 76 products, and primarily focuses on penicillin and cephalosporin products.
Item 8.01 Other Events.
On December 23, 2008, the Company issued a press release announcing entering into the Equity Transfer Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | |
| Exhibit Number | | Description of Exhibit |
| |
| 99.1 | | Press Release, dated December 23, 2008. |
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.
| | | | | |
| | BMP SUNSTONE CORPORATION
| |
| Date: December 29, 2008 | By: | /s/ Fred M. Powell | |
| | | Name: | Fred M. Powell | |
| | | Title: | Chief Financial Officer | |
| |
EXHIBIT INDEX
| | | |
| Exhibit Number | | Description of Exhibit |
| |
| 99.1 | | Press Release, dated December 23, 2008. |
