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
September 13, 2010
Date of Report (Date of earliest event reported)
GTC BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Massachusetts | | 0-21794 | | 04-3186494 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
175 Crossing Boulevard
Framingham, Massachusetts 01702
(Address of Principal Executive Offices, including Zip Code)
(508) 620-9700
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:
| ¨ | 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)) |
On September 13, 2010, the independent directors of GTC Biotherapeutics, Inc. (“GTC”) received a letter from LFB Biotechnologies, S.A.S. (“LFB”) seeking to initiate discussions with respect to a potential transaction with GTC comprised of (1) a private placement followed by (2) a statutory short-form merger to cash out GTC’s minority shareholders. LFB’s letter did not contain a proposed price for either the private placement or the short-form merger. For clarity, LFB has not made any offer requiring any action by GTC’s board of directors or shareholders. A copy of this letter is included herewith as Exhibit 99.1 and all descriptions thereof are qualified in their entirety by reference thereto.
On September 17, 2010, the board of directors formed an independent committee consisting solely of directors having no affiliation with LFB to engage in any discussions with LFB and to consider any proposal made by LFB or any other party. GTC’s board of directors and the independent committee, consistent with their fiduciary duties and in consultation with appropriate advisors, will carefully consider LFB’s request for discussions and any proposal made during these discussions or proposals made by any other party.
| Item 9.01 | Financial Statements and Exhibits. |
| | 99.1 | Letter from LFB Biotechnologies, S.A.S. to GTC Biotherapeutics, Inc., dated September 13, 2010 |
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.
GTC BIOTHERAPEUTICS, INC.
By:/s/ William K. Heiden
William K. Heiden,
President and Chief Executive Officer
Date: September 17, 2010
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EXHIBIT INDEX
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Exhibit No. | | Exhibit Name |
| |
| 99.1 | | Letter from LFB Biotechnologies, S.A.S. to GTC Biotherapeutics, Inc., dated September 13, 2010 |
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