| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| WASHINGTON, D.C. 20549 | ||
FORM 8-K/A
Amendment No. 1 to Form 8-K
| ||
| CURRENT REPORT | ||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
| Date of Report (Date of earliest event reported): January 22, 2016 |
| SHIRE PLC |
| (Exact name of registrant as specified in its charter) |
| Jersey, Channel Islands | 0-29630 | 98-0601486 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5 Riverwalk, Citywest Business Campus, Dublin 24, Republic of Ireland |
| Registrant’s telephone number, including area code: +353 1 429 7700 | |
| (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 (see General Instruction A.2.): |
| ☐ 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
Shire plc (“Shire”) hereby amends the Current Report on Form 8-K filed by Shire on January 22, 2016 in order to include the historical financial statements of Dyax Corp. (“Dyax”) that are required by Item 9.01(a) of Form 8-K and the pro forma financial information that is required by Item 9.01(b) of Form 8-K. Except as described above and below, all other information in Shire’s Form 8-K filed on January 22, 2016 remains unchanged.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited balance sheet of Dyax as of December 31, 2015, and the audited statement of operations and comprehensive loss, statement of changes in stockholders’ equity and statement of cash flows for year ended December 31, 2015, and the related notes thereto, are filed herewith as Exhibit 99.3 to this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information
Shire and Dyax’s unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2015, is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K/A.
(d) Exhibits.
The following exhibits are filed as part of the current report:
Exhibit No. | Description | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent auditors | |
| 99.2 | Shire’s unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2015 | |
| 99.3 | Dyax’s audited balance sheet as of December 31, 2015, and the audited statement of operations and comprehensive loss, statement of changes in stockholders’ equity and statement of cash flows for the year ended December 31, 2015, and the related notes thereto
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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.
| Shire plc | ||
| By: | /s/ Jeffrey Poulton | |
| Name: | Jeffrey Poulton | |
| Title: | Chief Financial Officer | |
Date: March 17, 2016
EXHIBIT INDEX
Exhibit No. | Description | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent auditors | |
| 99.2 | Shire’s unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2015 | |
| 99.3 | Dyax’s audited balance sheet as of December 31, 2015, and the audited statement of operations and comprehensive loss, statement of changes in stockholders’ equity and statement of cash flows for the year ended December 31, 2015, and the related notes thereto | |
