UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(MARK ONE)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2014
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 333-197052
VIDARA THERAPEUTICS INTERNATIONAL PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
| Ireland | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Adelaide Chambers Peter Street, Dublin 8, Ireland | Not Applicable | |
| (Address of principal executive offices) | (Zip Code) |
011 353 1 449 3250
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Number of shares of registrant’s ordinary shares outstanding as of August 25, 2014: 40,000 Ordinary Shares of €1.00 each and 44,674,450 Ordinary Shares of US $0.0001 each.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-Q/A to Vidara Therapeutics International Public Limited Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2014, filed with the Securities and Exchange Commission on August 26, 2014 (the “Form 10-Q”), is solely to furnish our XBRL (eXtensible Business Reporting Language) interactive data files in Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
The exhibits listed on the Index to Exhibits following the signature page are filed as part of this Quarterly Report on Form 10-Q.
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, thereunto duly authorized.
| VIDARA THERAPEUTICS INTERNATIONAL PUBLIC LIMITED COMPANY | ||||||
| Date: September 5, 2014 | By: | /s/ Virinder Nohria, M.D., Ph.D. | ||||
| Virinder Nohria, M.D., Ph.D. | ||||||
Chief Executive Officer and Director (Principal Executive Officer) | ||||||
| Date: September 5, 2014 | By: | /s/ David Kelly | ||||
| David Kelly | ||||||
Chief Accounting Officer and Director (Principal Financial and Accounting Officer) | ||||||
INDEX TO EXHIBITS
Exhibit Number | Description | |
| 2.1* | Transaction Agreement and Plan of Merger, dated March 18, 2014, by and among Horizon Pharma, Inc., Vidara Therapeutics Holdings LLC, the Registrant, Hamilton Holdings (USA), Inc. and Hamilton Merger Sub, Inc. (included as Annex A to the Registrant’s Registration Statement on Form S-4 (No. 333-197052), as amended, and incorporated by reference herein). | |
| 2.2* | First Amendment to Transaction Agreement and Plan of Merger, dated June 12, 2014, by and between Horizon Pharma, Inc. and Vidara Therapeutics Holdings LLC (included as Annex A-1 to the Registrant’s Registration Statement on Form S-4 (No. 333-197052), as amended, and incorporated by reference herein). | |
| 2.3* | Form of Voting Agreement, dated March 18, 2014, by and among Horizon Pharma, Inc., the Registrant and certain stockholders of Horizon Pharma, Inc. (incorporated by reference to Horizon Pharma, Inc.’s Current Report on Form 8-K, filed on March 20, 2014). | |
| 3.1* | Current Memorandum and Articles of Association of the Registrant. | |
| 3.2* | Form of Memorandum and Articles of Association of the Registrant to be effective following the Merger (included as Annex C to the Registrant’s Registration Statement on Form S-4 (No. 333-197052), as amended, and incorporated by reference herein). | |
| 4.1* | Reference is made to Exhibits 3.1 and 3.2. | |
| 4.2* | Form of Registration Rights Agreement to be entered into by and among the Registrant and certain other parties (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-4 (No. 333-197052), as amended). | |
| 31.1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. | |
| 31.2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. | |
| 32.1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(b) or 15d-14(b) of the Exchange Act and 18 U.S.C. Section 1350. | |
| 32.2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b) of the Exchange Act and 18 U.S.C. Section 1350. | |
| 101.INS XBRL** | Instance Document | |
| 101.SCH XBRL** | Taxonomy Extension Schema Document | |
| 101.CAL XBRL** | Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF XBRL** | Taxonomy Extension Definition Linkbase Document | |
| 101.LAB XBRL** | Taxonomy Extension Label Linkbase Document | |
| 101.PRE XBRL** | Taxonomy Extension Presentation Linkbase Document | |
| * | Previously filed. |
| ** | Pursuant to Rule 406T of Regulation S-T, the XBRL (Extensible Business Reporting Language) information included in Exhibit 101 hereto is deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |