Current Report Filing (8-k)
January 06 2020 - 12:30PM
Edgar (US Regulatory)
0001113481
false
MEDICINES CO /DE
0001113481
2020-01-05
2020-01-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 6, 2020
The Medicines Company
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-31191
(Commission
File Number)
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04-3324394
(IRS Employer
Identification No.)
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8 Sylvan Way
Parsippany, New Jersey 07054
(Address
of Principal Executive Offices) (Zip Code)
(973)
290-6000
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common
Stock
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MDCO
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NASDAQ Global Select Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On January 6, 2020, in connection
with the consummation of the merger (the "Merger") of Medusa Merger Corporation (the "Purchaser") with and into The Medicines
Company (the "Company"), the Company notified the NASDAQ Stock Market (the “NASDAQ”) of the consummation of the
Merger and requested that the NASDAQ (i) suspend trading of the shares of common stock, par value $0.001 per share, of the
Company (the "Shares") on the NASDAQ and (ii) file with the Securities and Exchange Commission (the "SEC") a Form 25 to
report that the Shares are no longer listed on the NASDAQ and to deregister the Shares under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Trading of the Shares, which previously traded under the
symbol “MDCO”, was halted prior to the opening of trading on January 6, 2020 and will be formally suspended on
the NASDAQ on January 6, 2020. The Company intends to file with the SEC a Certification and Notice of Termination on Form 15
requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s
reporting obligations under Sections 13 and 15(d) of the Exchange Act.
SIGNATURES
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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THE MEDICINES COMPANY
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Date: January 6, 2020
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By:
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/s/ Stephen M. Rodin
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Name: Stephen M. Rodin
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Title: Executive Vice President and General Counsel
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