UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2017

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Commission File Number: 001-32371

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SINOVAC BIOTECH LTD.

 

No. 39 Shangdi Xi Road

Haidian District

Beijing 100085, People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ___ X ____ Form 40-F_________

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________

 

     

 

 

CONTENTS

 

Explanatory Note

 

On March 24, 2017, Sinovac Biotech Ltd. (the “Company”) entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of March 28, 2016 (the “Rights Agreement”), between the Company and Pacific Stock Transfer Company, as Rights Agent, to extend the expiration date of the rights contained therein from March 27, 2017 to March 27, 2018.

 

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference. A copy of the Rights Agreement and a summary of its material terms were filed with the Securities and Exchange Commission on Form 6-K on March 29, 2016 (incorporated herein by reference by Exhibit 4.2).

 

Incorporation by Reference

 

The summary of the Amendment above and Exhibit 4.1 attached hereto are hereby incorporated by reference into our registration statements on Form S-8 filed with the Securities and Exchange Commission on September 10, 2009 (File No. 333-161827) and Form S-8 filed with the Securities and Exchange Commission on September 4, 2013 (File No. 333-190980).

 

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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, thereunto duly authorized.

 

 

  SINOVAC BIOTECH LTD.
     
     
     
  By: /s/ Nan Wang
  Name: Nan Wang
  Title: Chief Financial Officer

 

Date: March 24, 2017

 

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Exhibit Index

 

Exhibit 4.1 Amendment to Rights Agreement, dated as of March 24, 2017, between Sinovac Biotech Ltd. and Pacific Stock Transfer Company, as Rights Agent
Exhibit 4.2 Rights Agreement, dated as of March 28, 2016, between Sinovac Biotech Ltd. and Pacific Stock Transfer Company, as Rights Agent, which includes the Form of Certificate of Designations of Series A Junior Participating Preferred Shares as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4.1 of the Report on Form 6-K dated March 29, 2016 of Sinovac Biotech Ltd.)
Exhibit 99.1 Press Release

 

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Exhibit 4.1

 

SINOVAC BIOTECH LTD.

 

and

 

PACIFIC STOCK TRANSFER COMPANY

 

as Rights Agent

 

AMENDMENT

 

TO

 

RIGHTS AGREEMENT

 

Effective as of March 24, 2017

 

This Amendment (this “ Amendment ”), dated as of March 24, 2017 to the Rights Agreement, dated as of March 28, 2016 (the “ Rights Agreement ”), is between Sinovac Biotech Ltd., an Antigua and Barbuda company (the “ Company ”), and Pacific Stock Transfer Company (the “ Rights Agent ”).

 

WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement;

 

WHEREAS, the Rights Agreement, under its current terms, will expire on the close of business on March 27, 2017;

 

WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend any provision of the Rights Agreement in accordance with the provisions of Section 26 thereof;

 

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and the holders of the Rights to amend the Rights Agreement as provided herein; and

 

WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.

 

NOW, THEREFORE, in consideration of the foregoing and mutual agreements set forth herein, the Company and the Rights Agent agree as follows:

 

1. Amendments .

 

1.1. Section 7.1 of the Rights Agreement is amended to replace the reference to “March 27, 2017” with “March 27, 2018”.

 

1.2. All references to the date of “March 27, 2017” in Exhibit B (the Form of Right Certificate) and Exhibit C (the Summary of Rights to Purchase Preference Shares) to the Rights Agreement shall hereby be changed to “March 27, 2018”.

 

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2. Capitalized Terms . Capitalized terms used herein but not defined shall have the meanings given to them in the Rights Agreement.

 

3. Effect of Amendment . Except as expressly amended hereby, the Rights Agreement shall remain in full force and effect in accordance with its terms.

 

4. Benefits of Amendment . Nothing in this Amendment shall be construed to give to any Person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Amendment; but this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares).

 

5. Severability . If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties hereto further agree to replace such invalid, void or unenforceable provision of this Amendment with a valid, legal and enforceable provision that carries out the parties’ intentions to the greatest lawful extent under this Amendment.

 

6. Governing Law . This Amendment shall be deemed to be a contract made under the internal laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

 

7. Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

 

8. Descriptive Headings . Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

 

[ Signature page follows. ]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed, as of the day and year first above written.

 

  SINOVAC BIOTECH LTD.
     
  By: /s/ YIN WEIDONG
    Name: YIN WEIDONG
    Title: Chairman, President & CEO
     
  PACIFIC STOCK TRANSFER COMPANY, as Rights Agent
     
  By: /s/ JOSLYN G. CLAIBORNE
    Name: JOSLYN G. CLAIBORNE
    Title: Director, Global Operations Center

 

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Exhibit 99.1

 

Sinovac Amends Shareholder Rights Plan

 

BEIJING, March 24, 2017 /PRNewswire/ -- Sinovac Biotech Ltd. (“Sinovac” or the “Company”) (NASDAQ: SVA), a leading provider of biopharmaceutical products in China, today announced that its board of directors has amended its shareholder rights plan. The amendment extends the expiration date of the plan from March 27, 2017 to March 27, 2018. The amendment was not in response to any acquisition proposal.

 

About Sinovac Biotech Ltd.

 

Sinovac Biotech Ltd. is a China-based biopharmaceutical company that focuses on the research, development, manufacturing, and commercialization of vaccines that protect against human infectious diseases. Sinovac’s product portfolio includes vaccines against hepatitis A and B, seasonal influenza, H5N1 pandemic influenza (avian flu), H1N1 influenza (swine flu), mumps and canine rabies. In 2009, Sinovac was the first company worldwide to receive approval for its H1N1 influenza vaccine, which it has supplied to the Chinese Government’s vaccination campaign and stockpiling program. The Company is also the only supplier of the H5N1 pandemic influenza vaccine to the government stockpiling program. Sinovac’s newly developed innovative vaccine against HFMD caused by EV71 was commercially launched in 2016. The Company is currently developing a number of new products including a Sabin-strain inactivated polio vaccine, pneumococcal polysaccharides vaccine, pneumococcal conjugate vaccine and varicella vaccine. Sinovac primarily sells its vaccines in China, while also exploring growth opportunities in international markets. The Company has exported select vaccines to countries in Asia and South America. For more information, please visit the Company’s website www.sinovac.com .

 

Contact

 

Sinovac Biotech Ltd.

Helen Yang

Tel: +86-10-8279-9871

Fax: +86-10-6296-6910

Email: ir@sinovac.com

 

 

ICR Inc.

 

Bill Zima

U.S.: 1-646-308-1707

Email: william.zima@icrinc.com