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
November 11, 2009 (Date of Report)
(Date of Earliest Event Reported)
Peplin, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-53410
(Commission File No.)
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26-0641830
(IRS Employer
Identification No.) |
6475 Christie Avenue, Suite 300, Emeryville, California, 94608
(Address of Principal Executive Offices, including Zip Code)
(510) 653-9700
(Registrant’s Telephone Number, Including Area Code)
None
(Former Name or Former Address, if Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03. Material Modification to Rights of Security Holders.
As previously announced, on September 2, 2009, Peplin, Inc. (“Peplin”), LEO Pharma A/S (“LEO”)
and Plant Acquisition Sub, Inc., a wholly owned subsidiary of LEO (“Acquisition Sub”), entered into
an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Acquisition Sub will be
merged with and into Peplin, with Peplin surviving the merger as a wholly owned subsidiary of LEO
(the “Merger”). On November 9, 2009, the closing of the transactions contemplated by the Merger
Agreement occurred in accordance with the terms of the Merger Agreement and the Merger became
effective at 6:30 p.m. Eastern Standard Time on November 11, 2009 (the “Effective Time”).
At the Effective Time, pursuant to the terms of the Merger Agreement, each issued and
outstanding share of Peplin’s common stock (other than shares held by LEO, Acquisition Sub, or any
subsidiary of LEO or Peplin) was converted into the right to receive an amount in cash equal to
US$16.99 (the “Per Share Merger Consideration”), without interest, in accordance with the terms and
conditions of the Merger Agreement.
Item 5.01. Changes in Control of Registrant.
At the Effective Time a change of control of Peplin occurred. Pursuant to the terms of the
Merger Agreement, each outstanding share of Peplin common stock was converted into the right to
receive the Per Share Merger Consideration and each outstanding and unexercised option and warrant
was cancelled. All outstanding and unexercised options and warrants became fully vested and
exercisable immediately prior to the Effective Time. Those options and warrants with a per share
exercise price or purchase price, as applicable, that is less than the Per Share Merger
Consideration were automatically cancelled and converted into the right to receive an amount in
cash equal to the difference between (a) the Per Share Merger Consideration multiplied by the
number of shares of Peplin common stock underlying the option or warrant and (b) the aggregate
exercise or purchase price, as applicable, of the option or warrant.
The foregoing description of the Merger and the Merger Agreement is only a summary, does not
purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a
copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
Pursuant to the Merger Agreement, upon the Effective Time, the directors of Acquisition Sub
immediately prior to the Effective Time became the directors of Peplin and the officers of
Acquisition Sub became the officers of Peplin, in each case, until their respective successors are
duly elected or appointed and qualified, or until the earlier of their death, resignation or
removal.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, upon the Effective Time, Peplin’s (i) certificate of
incorporation was amended and restated in its entirety to be substantially similar to the
certificate of incorporation of Acquisition Sub and (ii) bylaws were amended and restated in their
entirety to be substantially similar to the bylaws of Acquisition Sub, each as in effect
immediately prior to the Effective Time of the Merger. The certificate of incorporation and bylaws
of Peplin are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated by
reference herein.