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 2018
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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 28, 2016, Sinovac Biotech Ltd. (the “ Company ”) entered into a rights agreement with Pacific Stock Transfer Company, as rights agent (the “ Rights Agent ”), as described on the Company’s Form 6-K filed with the SEC on March 29, 2016. On March 24, 2017, the Company entered into an amendment to the rights agreement (as amended, the “ Rights Agreement ”), as described in the Company’s report on Form 6-K filed with the SEC on March 24, 2017 (the “ First Rights Agreement Amendment ”). On June 26, 2017, the Company entered into the second amendment to the Rights Agreement, as described in the Company’s report on Form 6-K filed with the SEC on June 26, 2017 (the “ Second Rights Agreement Amendment ”).
On March 6, 2018, the Company entered into the third amendment to the Rights Agreement with the Rights Agent (the “ Third Rights Agreement Amendment ”, together with the First Rights Agreement Amendment and the Second Rights Agreement Amendment, the “ Rights Agreement Amendments ”) to extend the expiration date of the rights contained therein from March 27, 2018 to March 27, 2019.
The Third Rights Agreement Amendment is attached hereto as Exhibit 4.1 and incorporated herein by reference. As described above, a copy of the Rights Agreement and a summary of its material terms was filed with the SEC on Form 6-K on March 29, 2016 (incorporated herein by reference by Exhibit 4.4), a copy of the First Rights Agreement Amendment and a summary of its material terms was filed with the SEC on Form 6-K on March 24, 2017 (incorporated herein by reference by Exhibit 4.3) and a copy of the Second Rights Agreement Amendment and a summary of its material terms was filed with the SEC on Form 6-K on June 30, 2017 (incorporated herein by reference by Exhibit 4.2). The foregoing descriptions of the Rights Agreement Amendments and the Rights Agreement, as amended by the Rights Agreement Amendments, do not purport to be complete and are qualified in their entirety by reference to the full text of the Rights Agreement Amendments and the Rights Agreement.
Incorporation by Reference
The summary of the Third Rights Agreement 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).
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 6, 2018
Exhibit Index
Exhibit 4.1 | Third Amendment to Rights Agreement, dated as of March 6, 2018, between Sinovac Biotech Ltd. and Pacific Stock Transfer Company, as Rights Agent | |
Exhibit 4.2 | Second Amendment to Rights Agreement, dated as of June 26, 2017, between Sinovac Biotech Ltd. and Pacific Stock Transfer Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Report on Form 6-K dated June 30, 2017 of Sinovac Biotech Ltd.) | |
Exhibit 4.3 | Amendment to Rights Agreement, dated as of March 24, 2017, between Sinovac Biotech Ltd. and Pacific Stock Transfer Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Report on Form 6-K dated March 24, 2017 of Sinovac Biotech Ltd.) | |
Exhibit 4.4 | 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 |
Exhibit 4.1
SINOVAC BIOTECH LTD.
and
PACIFIC STOCK TRANSFER COMPANY
as Rights Agent
THIRD AMENDMENT
TO
RIGHTS AGREEMENT
Effective as of March 6, 2018
This Third Amendment (the “ Amendment ”), dated as of March 6, 2018, to the Rights Agreement, dated as of March 28, 2016 (the “ Rights Agreement ”), as amended on March 24, 2017 and June 26, 2017, is between Sinovac Biotech Ltd., a company limited by shares under the laws of 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, 2018;
WHEREAS, Section 26 of the Rights Agreement provides that the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of the Rights or Common Shares;
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, 2018” with “March 27, 2019”.
1.2. All references to the date of “March 27, 2018” 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, 2019”.
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. ]
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/ Nan Wang | |
Name: Nan Wang | ||
Title: Chief Financial Officer | ||
PACIFIC STOCK TRANSFER COMPANY, as Rights Agent |
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By: | /s/ Joslyn G. Claiborne | |
Name: Joslyn G. Claiborne | ||
Title: Director of Operations |
[Signature Page to the Third Amendment to Rights Agreement]
Exhibit 99.1
Sinovac Amends Shareholder Rights Plan
BEIJING, March 6, 2018 /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, 2018 to March 27, 2019.
About Sinovac
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 enterovirus71, or EV71, hepatitis A and B, seasonal influenza, H5N1 pandemic influenza (avian flu), H1N1 influenza (swine flu), and mumps. The EV71 vaccine, an innovative vaccine developed by Sinovac against hand foot and mouth disease caused by EV71, was commercialized in China in 2016. 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. The Company is 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 over 10 countries in Asia and South America. For more information, please visit the Company's website at www.sinovac.com.
Safe Harbor Statement
This announcement may include certain statements that are not descriptions of historical facts, but are forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. In particular, the outcome of any litigation is uncertain, and the Company cannot predict the potential results of the litigation it filed or that could be filed against it by others. Additionally, the triggering of a shareholder rights plan is nearly unprecedented, and the Company cannot predict the impact on the Company or its stock price should its rights plan have been triggered.
Contacts
Sinovac Biotech Ltd.
Helen Yang
Tel: +86-10-8279-9871
Fax: +86-10-6296-6910
ir@sinovac.com
Media:
Foote Group
Philip Lisio. +86 135-0116-6560
phil@thefootegroup.com
Abernathy MacGregor
Jeremy Jacobs, +1-212-371-5999
jrj@abmac.com
Ina McGuinness +1-213-630-6550
Ina@abmac.com
Investors:
ICR Inc.
Bill Zima U.S: 1-646-308-1707
Email: william.zima@icrinc.com
MacKenzie Partners, Inc.
Paul Schulman, +1-212-929-5364
pschulman@mackenziepartners.com