UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 8, 2014 (February 28, 2014)
ENDO INTERNATIONAL PLC
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
| Ireland | | 001-36326 | | Not Applicable |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
Glandore Business Centres
No. 33 Fitzwilliam Square
Dublin 2, Ireland
(011)-353-1-669-6634
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
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:
| ¨ | 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)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On February 28, 2014, Endo International plc (“Endo International”) filed a Current Report on Form 8-K to report that it had completed its acquisition of Paladin Labs Inc. (“Paladin”) on February 28, 2014 whereby Endo International indirectly acquired all of the outstanding common shares of Paladin pursuant to a plan of arrangement under Canadian law. Paladin’s consolidated financial statements are presented in the attached exhibits.
Endo International is filing this amendment to the February 28, 2014 Current Report to include the financial information required by Item 9.01.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial statements of business acquired. |
The audited consolidated financial statements of Paladin Labs, Inc., including the consolidated balance sheets as of December 31, 2013 and December 31, 2012 and the related consolidated statements of income, comprehensive income, cash flows and changes in equity for the years ended December 31, 2013 and December 31, 2012 and notes thereto, are attached as Exhibit 99.1 and included for your reference.
| (b) | Pro forma financial information. |
The unaudited pro forma combined financial statements as of and for the year ended December 31, 2013 are attached as Exhibit 99.2 and are included for your reference.
| | |
Exhibit
No. | | Description |
| |
| 23.1 | | Consent of Independent Auditors |
| |
| 99.1 | | Audited consolidated financial statements of Paladin Labs, Inc. |
| |
| 99.2 | | Unaudited pro forma combined financial statements as of and for the year ended December 31, 2013 |
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.
| | |
| ENDO INTERNATIONAL PLC |
| (Registrant) |
| |
| By: | | /s/ CAROLINE B. MANOGUE |
| |
| Name: | | Caroline B. Manogue |
| |
| Title: | | Executive Vice President, Chief Legal Officer & Secretary |
Dated: May 8, 2014
INDEX TO EXHIBITS
| | |
Exhibit
No. | | Description |
| |
| 23.1 | | Consent of Independent Auditors |
| |
| 99.1 | | Audited consolidated financial statements of Paladin Labs, Inc. |
| |
| 99.2 | | Unaudited pro forma combined financial statements as of and for the year ended December 31, 2013 |
