UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 26, 2012 (June 4, 2012)
SAVIENT PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 0-15313 | | 13-3033811 |
(State or Other Jurisdiction of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | |
One Tower Center East Brunswick, NJ | | 08816 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (732) 418-9300
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)) |
EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on Form 8-K filed by Savient Pharmaceuticals, Inc. (the “Company”) on June 8, 2012 (the “Prior 8-K”) is being filed to provide additional information to the Prior 8-K in response to a recent decision by the Delaware Court of Chancery.
| Item 2.04. | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
On July 23, 2012, the Delaware Court of Chancery issued a bench ruling in the previously disclosed litigation against the Company by Tang Capital Partners, LP and certain other holders of the Company’s convertible notes, stating that (i) an event of default has not occurred under the indenture governing the convertible notes, and (ii) the plaintiff holders of convertible notes lack standing to bring an action to appoint a receiver for the Company. The Court has not yet come to a conclusion on the plaintiffs’ claims for breach of fiduciary duty and waste. The Court of Chancery’s decision is subject to appeal by the plaintiffs.
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SIGNATURE
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.
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| Date: July 26, 2012 | | | | SAVIENT PHARMACEUTICALS, INC. |
| | | |
| | | | By: | | /s/ Philip K. Yachmetz |
| | | | | | Philip K. Yachmetz |
| | | | | | SVP & General Counsel |
