- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
July 23 2010 - 4:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
July 19,
2010
BIOSPHERE MEDICAL, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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000-23678
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04-3216867
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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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1050 Hingham Street
Rockland, Massachusetts
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02370
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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:
(781)
681-7900
(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)
x
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 8.01.
Other Events.
On
June 10, 2010, certain of the members of the Board of Directors of BioSphere
Medical, Inc. (the Company) were named as defendants in a putative class
action complaint, captioned
Fessahaye v. Faleschini,
et al.
, C.A. No. 5553-CC, filed in the Court of Chancery of the
State of Delaware. The action,
purportedly brought on behalf of a class of the Companys stockholders, alleges
that certain of the Companys directors purportedly breached their fiduciary
duties in connection with the Companys proposed merger with Merit by failing
to maximize shareholder value and obtain the best financial and other
terms. The complaint includes a request
for declaratory, injunctive and other equitable relief, including to enjoin the
Company from consummating the merger with Merit, in addition to fees and
costs. On July 19, 2010, plaintiff
filed an amended complaint adding the Company as a defendant and further
alleging that the Companys preliminary proxy statement fails to provide
material information and provides materially misleading information relating to
the proposed merger transaction. The
Company believes that the claims are without merit and intends to defend the
suit vigorously.
2
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 hereunto duly authorized.
Date:
July 23, 2010
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BIOSPHERE
MEDICAL, INC.
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By:
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/s/
Martin J. Joyce
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Martin
J. Joyce
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Executive
Vice President
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and
Chief Financial Officer
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3
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