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
Date of
Report: December 14, 2006
(Date of Earliest Event Reported)
Akorn, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Louisiana
(State or other
Jurisdiction of
Incorporation)
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0-13976
(Commission
File Number)
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72-0717400
(I.R.S. Employer
Identification No.) |
2500 MILLBROOK DRIVE
BUFFALO GROVE, ILLINOIS 60089
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities
Effective as of December 14, 2006, pursuant to the conversion provisions set forth in the
Restated Articles of Incorporation of Akorn, Inc. (“Akorn”), all 66,000 outstanding shares of
Series B 6.0% Participating Convertible Preferred Stock (the “Series B Preferred Stock”) of Akorn
immediately and automatically converted into an aggregate of 2,804,800 shares of common stock, no
par value (the “Common Stock”).
As set forth in Akorn’s Restated Articles of Incorporation, all outstanding shares of Series B
Preferred Stock immediately and automatically converted into shares of Common Stock on December 14,
2006, the date after the closing price per share of Akorn’s Common Stock equaled or exceeded $5.00 for 20
consecutive trading days. The closing price per share of Akorn’s Common Stock as reported on the
American Stock Exchange equaled or exceeded $5.00 for 20 consecutive trading days as of the close
of the market on December 13, 2006. A notice will be sent today to the holders of Series B Preferred Stock
specifying that all shares of Series B Preferred Stock immediately and automatically converted into
shares of Common Stock as of December 14, 2006. Consequently, all outstanding shares of Series B
Preferred Stock automatically converted into shares of Common Stock on December 14, 2006.
Each share of Series B Preferred Stock was converted into approximately 42.497 shares of
Common Stock of Akorn. No fractional shares were issued. The number of shares of Common Stock was
determined by dividing (x) the sum of (i) $100 plus (ii) an amount equal to the aggregate of all
accrued but unpaid dividends (whether or not declared) on such share of Series B Preferred Stock by
(y) the conversion price of $2.70. As a result, a total of 2,804,800 shares of Common Stock were
issued and no shares of Series B Preferred Stock remain outstanding.
Akorn received no consideration in connection with the automatic conversion.
On November 28, 2006, a holder of Series B Preferred Stock converted 5,195 shares of Series B
Preferred Stock into 220,226 shares of Common Stock at a conversion price of $2.70 per share. Also
on this date, another holder of Series B Preferred Stock converted 3,000 shares of Series B
Preferred Stock into 127,176 shares of Common Stock at a conversion price of $2.70 per share.
Akorn received no consideration in connection with these conversions.
On
December 15, 2006, a holder of warrants to purchase shares of
Akorn’s Common Stock (i) exercised warrants to purchase
140,012 shares of Common Stock at an exercise price of $3.50 per share in exchange for cash of
$490,042, and (ii) exercised warrants to purchase 227,049 shares of Common Stock at an exercise
price of $3.50 per share in exchange for cash of $794,671.50.
The issuance of the Common Stock upon conversion of the Series B Preferred Stock was exempt
from the registration requirements under the Securities Act of 1933, as amended, pursuant to
Section 4(2) and/or Section 3(a)(9) thereof, because the shares of Series B Preferred Stock were
exchanged for shares of the Common Stock exclusively with Akorn’s Series B Preferred Stock security
holders and no commission or other remuneration was paid or given directly or indirectly for
soliciting such exchange. The issuance of the Common Stock upon exercise of the warrants described herein was exempt from registration requirements under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, because none of the
transactions involved a public offering.