Current Report Filing (8-k)
May 27 2016 - 4:06PM
Edgar (US Regulatory)
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): May 25, 2016
Achillion Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Charter)
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Delaware
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001-33095
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52-2113479
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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300 George Street
New Haven, CT
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06511
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (203) 624-7000
N/A
(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:
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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 1.01. Entry into a Material Definitive Agreement.
On May 26, 2016, Achillion Pharmaceuticals, Inc. (the Company) entered into an amendment (the First Amendment) to the Master
Security Agreement (Master Security Agreement), dated October 3, 2014, by and between the Company and Webster Bank, National Association (Webster).
The Master Security Agreement provided for a $1.0 million Capital Expenditure Line of Credit (the 2014 Credit Facility) with Webster. Under the
2014 Credit Facility, the Company could draw down equipment loan advances for the purchase of new laboratory equipment through October 2015, and purchased equipment would serve as collateral for the advances. The current outstanding balance under
the Master Security Agreement is $0.4 million (the Outstanding Balance). The First Amendment provides for a line of credit for equipment loan advances of $1.4 million, of which approximately $0.4 million reflects the Outstanding Balance,
which the Company can utilize in connection with the purchase of new laboratory equipment through May 26, 2017. The purchased equipment will serve as collateral for any advances.
Each drawdown under the First Amendment will be payable over a three-year term and will bear interest at a fixed rate, determined at the time of each
borrowing, equal to the Three Year Federal Home Loan Bank of Boston Classic Advance rate plus 4.75%.
The obligations of the Company under the First
Amendment may be accelerated upon the occurrence of an event of default, which includes customary events of default, including without limitation payment defaults, defaults in obligations, the inaccuracy of representations or warranties and
bankruptcy and insolvency related defaults.
The description of the terms and conditions of the First Amendment set forth herein is not complete and is
qualified in its entirety by reference to the full text of the First Amendment attached hereto as Exhibit 10.1 and incorporated herein by this reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained above in Item 1.01 with respect to the First Amendment is hereby incorporated by reference into this Item 2.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 25, 2016, the Company held its 2016 Annual Meeting. The Companys stockholders considered and voted upon the following proposals at the
meeting: (1) the election of each of Kurt Graves, David Scheer and Frank Verwiel as the Companys three Class I directors to serve until the Companys 2019 Annual Meeting of Stockholders and until his successor is duly elected and
qualified; (2) the approval of an advisory vote on executive compensation; and (3) the ratification of the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year
ending December 31, 2016.
Each proposal was approved by the requisite number of votes. The results with respect to each matter voted upon are set
forth below.
(1) The Companys stockholders elected the nominees listed below to the Companys Board of Directors, each to serve as a Class I
director for a term to expire at the Companys 2019 annual meeting of stockholders and until his successor is duly elected and qualified:
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Director Nominee
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For
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Withheld
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Broker Non-Votes
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Kurt Graves
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100,720,267
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253,988
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18,610,004
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David Scheer
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100,108,565
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865,690
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18,610,004
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Frank Verwiel
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100,720,746
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253,509
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18,610,004
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(2) The compensation of the Companys named executive officers was approved on a non-binding advisory basis:
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For
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Against
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Abstain
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Broker Non-Votes
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100,374,161
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462,202
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137,892
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18,610,004
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(3) The selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the
fiscal year ending December 31, 2016 was ratified:
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For
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Against
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Abstain
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118,245,619
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1,030,029
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308,611
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Item 9.01. Financial Statements and Exhibits
10.1
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First Amendment to Master Security Agreement, dated as of May 26, 2016, by and between Achillion Pharmaceuticals, Inc. and Webster Bank, National Association
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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ACHILLION PHARMACEUTICALS, INC.
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Date: May 27, 2016
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By:
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/s/ Mary Kay Fenton
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Mary Kay Fenton
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Chief Financial Officer
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Exhibit Index
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Exhibit
Number
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Description
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10.1
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First Amendment to Master Security Agreement, dated as of May 26, 2016, by and between Achillion Pharmaceuticals, Inc. and Webster Bank, National Association
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