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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 10, 2007
CONNETICS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-27406 94-3173928
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification
No.)
3160 Porter Drive, Palo Alto, California 94304
(Address of principal executive offices) (Zip Code)
(650) 843-2800 (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))
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Item 8.01 Other Events.
On December 28, 2006, Clear Acquisition Sub, Inc., a wholly-owned subsidiary of
Stiefel Laboratories, Inc., merged with and into Connetics Corporation
("Connetics"), with Connetics surviving as a wholly-owned subsidiary of Stiefel
Laboratories, Inc. (the "Merger").
Under the terms of that certain Indenture, dated as of March 23, 2005, between
Connetics, as issuer, and The Bank of New York Trust Company, N.A., successor in
interest to J.P. Morgan Trust Company, National Association, as trustee,
relating to Connetics' 2.00% Convertible Senior Notes due March 30, 2015 (the
"2015 Notes"), upon effectiveness of the Merger, the holders of the 2015 Notes
have the right to require Connetics to repurchase the 2015 Notes at a repurchase
price equal to 100% of the principal amount, together with accrued and unpaid
cash interest thereon. Notice of this right was provided to the holders of the
2015 Notes on January 10, 2007 (the "Notice") and a press release to that effect
was issued on the same date (the "2015 Notes Press Release"). A copy of the
Notice is attached as Exhibit 99.1 to this Report on Form 8-K and is
incorporated herein by reference. A copy of the 2015 Notes Press Release is
attached as Exhibit 99.2 to this Report on Form 8-K and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Notice to holders of the Convertible Senior Notes due 2015, dated
January 10, 2007.
Exhibit 99.2 Press Release announcing the right of the holders of the
Convertible Senior Notes due 2015 to require Connetics
Corporation to repurchase such notes, dated January 10, 2007.
SIGNATURE
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 hereunto duly authorized.
Date: January 10, 2007 CONNETICS CORPORATION
By: /s/ Michael Cornelius
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Name: Michael Cornelius
Title: Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Notice to holders of the Convertible Senior Notes due 2015, dated
January 10, 2007.
Exhibit 99.2 Press Release announcing the right of the holders of the
Convertible Senior Notes due 2015 to require Connetics
Corporation to repurchase such notes, dated January 10, 2007.