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
Date of Report: August 27, 2013
(Date of Earliest Event Reported: August 27, 2013)
Akorn, Inc.
(Exact Name of Registrant as Specified in its Charter)
Louisiana | 001-32360 | 72-0717400 | ||
(State or other | (Commission File Number) | (I.R.S. Employer Identification No.) |
1925 W. Field Court, Suite 300 |
(Address of principal executive offices) |
(847) 279-6100
(Registrant’s telephone number, including area code)
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))
Item 8.01 Other Events
On August 27, 2013, Akorn, Inc. (“Akorn, or the “Company”) and Hi-Tech Pharmacal Co., Inc. (“Hi-Tech”) issued a joint press release announcing they had entered into an Agreement and Plan of Merger, dated August 26, 2013, whereby an acquisition subsidiary of Akorn will acquire, by merger, all of the outstanding stock of Hi-Tech for a purchase price of $43.50 per share. A copy of the press release is furnished as Exhibit 99.1 to this report. In addition, a copy of the Investor Presentation published by the Company on August 27, 2013 in connection with this planned acquisition is furnished as Exhibit 99.2 to this report.
The information in this Item 8.01, including exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Certain statements in this document are “forward-looking statements” under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on current expectations. However, actual results may differ materially from expectations due to the risks, uncertainties and other factors that affect our business and Hi-Tech’s business. These factors include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger; the failure to satisfy conditions to completion of the merger, including receipt of regulatory approvals; changes in the business or operating prospects of Hi-Tech; our ability to obtain additional funding or financing to operate and grow our business; the effects of federal, state and other governmental regulation on our business; our ability to obtain and maintain regulatory approvals for our products; our success in developing, manufacturing, acquiring and marketing new products; the success of our strategic partnerships for the development and marketing of new products; our ability to successfully integrate acquired businesses and products; and the effects of competition from other generic pharmaceuticals and from other pharmaceutical companies. We and Hi-Tech provide additional information about these and other factors in the reports filed with the Securities and Exchange Commission, including, but not limited to, those described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our and Hi-Tech’s annual reports on Form 10-K for the year ended December 31, 2012 and April 30, 2013, respectively. Except as required by applicable law, we disclaim any obligation to update any forward-looking statement in this document, whether as a result of changes in underlying factors, new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. See attached exhibit index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Akorn, Inc. | ||||
|
| By: | /s/ Timothy A. Dick | |
Timothy A. Dick | ||||
Chief Financial Officer | ||||
Date: | August 27, 2013 | |||
Exhibit Index
| Exhibit No. | Description of Exhibit | |
| 99.1 | Joint press release issued by Akorn and Hi-Tech, dated August 27, 2013. | |
| 99.2 | Investor Presentation issued on August 27, 2013. |