Chelsea Therapeutics International 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 9, 2008
CHELSEA THERAPEUTICS INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
3530 Toringdon Way, Suite 200, Charlotte, North Carolina 28277
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (704) 341-1516
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:
On October 10, 2008, Chelsea Therapeutics International, Ltd. filed a Current Report on Form 8-K pursuant to Item 7.01 of Form 8-K to report acceptance of terms of a tender offer made by Leon Higher Education Authority, Inc. for Chelseas auction rate securities, or ARS, portfolio. Item 7.01 incorrectly stated the amount of ARS maintained by Chelsea with UBS. This Current Report on Form 8-K/A amends Chelseas Current Report on Form 8-K filed on October 10, 2008 in order to provide the correct amount of ARS held by UBS.
On October 9, 2008, Chelsea Therapeutics International, Ltd. accepted the terms of a tender offer made by Leon Higher Education Authority, Inc., or LHEA, for certain of Chelseas auction rate securities, or ARS, portfolio. The ARS consist of notes that are backed by student loans. Chelsea is only one of many holders of ARS that are subject to the tender offer.
The ARS held by Chelsea that are subject to the tender offer have a face value of $7.2 million. Pursuant to the tender offer, Chelsea would receive 94% of the face value of the ARS, which would result in payment to Chelsea of approximately $6.77 million. The tender offer could close as early as mid-November.
Completion of the tender offer is subject to certain terms and conditions, including:
Chelsea can give no assurances that the LHEA tender offer will be completed, either in part or in whole, or that Chelsea will receive any tender proceeds.
At September 30, 2008, Chelsea held illiquid ARS with a combined face value of approximately $26.2 million. The ARS are held in investment accounts maintained by Chelsea at two major banks, UBS and Bank of America. Chelsea purchased the ARS through those two banks as liquid investments. Both of the banks have been negotiating settlements with the Securities and Exchange Commission, or SEC, and certain state regulators that could provide liquidity to Chelsea for its ARS that are not tendered to and accepted by LHEA.
Chelseas ARS accounts with UBS and Bank of America are as follows:
Chelsea can give no assurances that any of the settlements will be finalized or that Chelsea will receive any payment as a result of the settlements. Chelsea is in active discussion with both banks to understand how the terms of the settlements will be applied with respect to Chelseas ARS holdings.
The information furnished in this report shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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.