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 (Date of earliest event reported): August 8, 2013
COLUMBIA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-10352
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59-2758596
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4 Liberty Square
Boston, Massachusetts
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02109
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (617) 639-1500
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))
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Item 5.03.
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On August 8, 2013, Columbia Laboratories, Inc. (the “Company”) announced that it had filed a Certificate of Amendment to its Restated Certificate of Incorporation (the
“Amendment”) with the Secretary of the State of Delaware to effect a 1-for-8 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $0.01 per share (the “Common
Stock”). The Reverse Stock Split was approved by the Company’s stockholders at the Company’s Annual Meeting on May 1, 2013. On July 26, 2013, the Company announced that its Board of Directors had set a ratio of 1-for-8 for
the Reverse Stock Split and designated August 9, 2013, the effective date for the Reverse Stock Split (the “Effective Date”). The foregoing description of the Amendment does not purpose to be complete and is qualified in its entirety
by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
The Amendment provides that on the Effective Date, every eight (8) shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Date, shall automatically be
reclassified, without any action on the part of the holder thereof, into one (1) share of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split.
Stockholders who otherwise would be entitled to receive a
fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.
American Stock
Transfer & Trust Company, LLC is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of certificates for common stock. Stockholders who
hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
Commencing on August 9, 2013, trading of the Company’s Common Stock will continue on the NASDAQ Stock Market on a reverse stock split-adjusted basis. The new CUSIP number for the Company’s
Common Stock following the Reverse Stock Split is 197779200. The new specimen common stock certificate of the Company is being filed herewith as Exhibit 4.1.
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Item 7.01.
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Regulation FD Disclosure
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The Company announced the matters described in Item 5.03 above in a press release entitled “Columbia Laboratories Announces
One-For-Eight Reverse Stock Split” on August 8, 2013. The press release is filed herewith as Exhibit 99.1.
The
information in this Item 7.01 (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, nor shall the information in this Item 7.01 (including Exhibit 99.1 attached hereto) be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3.1
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Certificate of Amendment of the Restated Certificate of Incorporation of Columbia Laboratories, Inc., dated August 7, 2013 as filed with the Secretary of the State of Delaware on
August 7, 2013.
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4.1
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Specimen stock certificate of Columbia Laboratories, Inc.
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99.1
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Press Release dated August 8, 2013, entitled “Columbia Laboratories Announces One-For-Eight Reverse Stock Split.”
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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.
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COLUMBIA LABORATORIES, INC.
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By:
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/s/ Jonathan Lloyd Jones
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Name:
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Jonathan Lloyd Jones
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Title:
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Vice President & Chief Financial Officer
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Date: August 8, 2013
Exhibit 3.1
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Delaware
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PAGE 1
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The First State
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I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS
A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “COLUMBIA LABORATORIES, INC.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF AUGUST, A.D. 2013, AT 12:45 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.
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Jeffrey W. Bullock, Secretary of State
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2113252 8100
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AUTHENTICATION:
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0647320
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130963633
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DATE:
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08-07-13
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You may verify this certificate online
at corp. delaware.gov/authver.shtml
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State of Delaware
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Secretary of State
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Division of Corporations
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Delivered 12:49 PM 08/07/2013
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FILED 12:45 PM 08/07/2013
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SRV 130963633 – 2113252 FILE
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CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION OF
COLUMBIA LABORATORIES, INC.
Columbia Laboratories, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), pursuant to the provisions of the General
Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that:
FIRST
: The Board of
Directors of the Corporation (the “Board of Directors”), at a meeting held on March 1, 2013, duly adopted resolutions setting forth proposed amendments of the certificate of incorporation of the Corporation, declaring said amendments
to be advisable and proposing that said amendments be submitted to the stockholders of the Corporation for their consideration and approval. The resolutions setting forth the proposed amendments are substantially as follows:
RESOLVED
, that the Board of Directors declares that it is advisable to amend Article FOURTH of the certificate of incorporation of
the Corporation as follows;
Amend Article FOURTH by adding the following after the first paragraph of Article FOURTH:
Effective 12:01 A.M., Eastern Time, on August 9, 2013 (the “Effective Date”), each eight (8) shares of
Common Stock of the Corporation issued and outstanding immediately prior to the Effective Date, shall automatically be reclassified, without any action on the part of the holder thereof, into one fully paid and nonassessable share of Common Stock.
The Corporation shall not issue fractional shares to the stockholders entitled to a fractional interest in a share of Common Stock issued pursuant to the Reverse Stock Split. In lieu of any fractional share of Common Stock to which a stockholder
otherwise would be entitled as a result of the Reverse Stock Split, the Corporation shall pay a cash amount equal to the fair value of the fractional share of Common Stock as of the Effective Date of the Reverse Stock Split which shall be equal to a
proportionate interest of the value of a whole share based on the closing sale price of the Common Stock on the Nasdaq Stock Market on the Effective Date.
SECOND
: The stockholders of the Corporation duly approved and adopted such amendments in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF
, the Corporation has caused this Certificate of Amendment to be
signed by Frank C. Condella, Jr., its President and Chief Executive Officer, thereunto duly authorized, this 7th day of August, 2013.
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COLUMBIA LABORATORIES, INC.
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By:
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/s/ Frank C. Condella, Jr.
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Name:
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Frank C. Condella, Jr.
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Title:
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Chief Executive Officer
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Exhibit 4.1
COLUMBIA
LABORATORIES, INC.
NUMBER
SHARES
CL
COLUMBIA
LABORATORIES, INC.
INCORPORATED UNDER THE LAWS
SEE REVERSE FOR
OF THE STATE OF DELAWARE
CERTAIN DEFINITIONS
THIS IS TO CERTIFY THAT
CUSIP 197779 20 0
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF $.01 PER SHARE OF
COLUMBIA LABORATORIES, INC.
(hereinafter called the “Corporation”) transferable on the books of the Corporation by said owner in person or by duly authorized attorney, upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent.
Witness, the
facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
SECRETARY
COLUMBIA LABORATORIES, INC.
CORPORATE SEAL 1986
DELAWARE
SECURITY-COLUMBIAN UNITED STATES BANKNOTE CORPORATION
PRESIDENT
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK
TRANSFER & TRUST COMPANY
(New York, N.Y.)
By:
TRANSFER AGENT
AND REGISTRAR
AUTHORIZED SIGNATURE
The
Corporation is authorized to issue more than one class of stock. The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM—as tenants in common
TEN ENT —as tenants by the entireties
JT TEN —as joint tenants with right of
survivorship and not as tenants
in common
Additional abbreviations may also be
used though not in the above list.
UNIF GIFT MIN ACT— Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
For value received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated
NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
SIGNATURE(S) GUARANTEED:
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND
OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
This certificate also evidences and
entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under Amendment No.2 to the Amended and Restated Rights
Agreement by and between Columbia Laboratories, Inc. and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), dated as of March 15, 2013, as it may be amended from time to time (the “Agreement”), the terms of
which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Columbia Laboratories, Inc. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate
certificates and shall no longer be evidenced by this certificate. Columbia Laboratories, Inc. shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request
therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be
null and void and may not be exercised by or transferred to any Person.
Exhibit 99.1
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Contact:
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Jonathan Lloyd Jones
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Seth Lewis
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Vice President & CFO
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Senior Vice President
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Columbia Laboratories, Inc.
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The Trout Group LLC
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(617) 639-1500
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(646) 378-2952
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FOR IMMEDIATE RELEASE
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Columbia Laboratories Announces One-for-Eight Reverse Stock Split
BOSTON, MA – August 8, 2013 – Columbia Laboratories, Inc. (“Columbia” or the “Company”) (NasdaqCM: CBRX) announced a
1-for-8 reverse split of its Common Stock, par value $0.01 per share (the “Common Stock”), effective tomorrow, August 9, 2013 (the “Effective Date”). The reverse stock split was approved by the Company’s stockholders at
its 2013 annual meeting of stockholders. The specific 1-for-8 ratio was subsequently announced by the Company’s Board of Directors on July 26, 2013. On August 7, 2013, the Company filed a certificate of amendment to its restated
certificate of incorporation with the Secretary of the State of Delaware.
The Common Stock will begin trading on the NASDAQ Stock Market on a
split-adjusted basis when the market opens on the Effective Date. Each eight (8) shares of Common Stock issued and outstanding immediately prior to the Effective Date will automatically be reclassified, without any action of the holder thereof,
into one share of Common Stock, without any change in par value per share. The reverse stock split will affect all shares of the Company’s Common Stock outstanding immediately prior to the market opening on the Effective Date, as well as the
number of shares of Common Stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will affect a reduction in the number of shares of common stock issuable upon the exercise of stock
options or warrant. As a result of the reverse stock split, the number of issued and outstanding shares of Common Stock will be reduced from approximately 87,737,329 to approximately 10,967,112.
No fractional shares will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in
connection with the reverse stock split will receive a cash payment in lieu of such fractional share. American Stock Transfer & Trust Company, LLC is acting as exchange agent for the Reverse Stock Split and will send instructions to
stockholders of record who hold stock certificates regarding the exchange of certificates for common stock. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the
exchange of their shares. The CUSIP number for the new Common Stock outstanding after the reverse stock split is 197779 200. American Stock Transfer & Trust Company can be reached at (800) 937-5449 or
online
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About Columbia Laboratories
Columbia Laboratories, Inc. is a publicly traded specialty pharmaceutical company with a successful history of developing proprietary, vaginally administered products for women’s health indications.
The Company receives sales and royalty revenues from CRINONE
®
(progesterone gel), which is marketed by Actavis,
Inc. in the United States and by Merck Serono S.A. in over 60 countries worldwide. Columbia’s press releases and other company information are available online at www.columbialabs.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This communication contains forward-looking statements, which
statements are indicated by the words “may,” “will,” “plans,” “believes,” “expects,” “anticipates,” “potential,” “should,” and similar expressions. Such forward-looking
statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in the forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are made. Factors that might cause future results to differ include, but are not limited to, the following: Actavis’ and Merck Serono’s success in marketing CRINONE
for use in infertility in their respective markets; successful development by Actavis of a next-generation vaginal progesterone product for the U.S. market; difficulties or delays in manufacturing; the availability and pricing of third-party sourced
products and materials; successful compliance with FDA and
4 Liberty
Square
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Fourth Floor
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Boston, MA 02109
TEL: (617) 639-1500
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FAX: (617) 482-0618
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http://www.columbialabs.com
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Columbia Laboratories Announces One-for-Eight Reverse Stock Split
August 8, 2013
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Page 2
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other governmental regulations applicable to manufacturing facilities, products and/or businesses; changes in the laws and regulations; the ability to obtain and enforce patents and other
intellectual property rights; the impact of patent expiration; the impact of competitive products and pricing; the strength of the United States dollar relative to international currencies, particularly the euro; competitive, economic, and
regulatory factors in the pharmaceutical and healthcare industry; general economic conditions; and other risks and uncertainties that may be detailed, from time-to-time, in Columbia’s reports filed with the SEC, including, but not limited to,
its Annual Report on Form 10-K for the period ended December 31, 2012. Columbia does not undertake any responsibility to revise or update any forward-looking statements contained herein, except as expressly required by law.
CRINONE
®
is a registered trademark of Actavis, Inc. in the U.S.
4 Liberty Square
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Fourth Floor
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Boston, MA 02109
TEL: (617) 639-1500
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FAX: (617) 482-0618
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http://www.columbialabs.com