INFI » Topics » SAFE HARBOR FOR FORWARD LOOKING STATEMENTS

This excerpt taken from the INFI DEFA14A filed Nov 20, 2008.

SAFE HARBOR FOR FORWARD LOOKING STATEMENTS

Statements in this document regarding the transactions between Infinity, the Purdue Companies and, as applicable, any associated entities of the Purdue Companies, including, without limitation: the expected timetable for completing the Second Closing under the Securities Purchase Agreement; statements about the future expectations and beliefs of Infinity’s management; and statements about the goals, plans and prospects of Infinity, including with respect to the development and commercialization of products under the Strategic Alliance Agreements, constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “may,” “will,” “would,” “intends,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability of each of Infinity and the Purchasers to satisfy the closing conditions with respect to the Second Closing under the Securities Purchase Agreement, including obtaining the approval of the transaction by Infinity’s stockholders; risks relating to the ability of the parties to successfully research, develop and commercialize products under the Strategic Alliance Agreements; and factors described in Infinity’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, as filed with the SEC, and other filings that Infinity makes with the SEC from time to time. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, Infinity’s actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

In addition, the statements in this document reflect Infinity’s expectations and beliefs as of the date of this document. Infinity anticipates that subsequent events and developments will cause its expectations and beliefs to change. However, while Infinity may elect to update these forward-looking statements publicly at some point in the future, it specifically disclaim any obligation to do so, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Infinity’s views as of any date after the date of this Current Report on Form 8-K.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above with respect to the Credit Agreement is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 above with respect to the Securities Purchase Agreement is incorporated herein by reference.

The securities issued or issuable to the Purchasers pursuant to the Securities Purchase Agreement were (or will be) issued in reliance on the exemption from the registration provisions of the Securities Act of 1933, as amended, set forth in Section 4(2) promulgated thereunder relative to sales by an issuer not involving any public offering. The Purchasers represented to Infinity in the Securities Purchase Agreement that the Purchasers are acquiring the securities for investment and not distribution, that they can bear the risks of the investment, and that they have made detailed inquiry concerning Infinity, its business and its personnel in connection with their purchase of the securities.

 

Item 8.01 Other Events

On November 19, 2008, Infinity issued a press release announcing the entry into the strategic alliance with the Purdue Companies and related transactions. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) The following exhibits are included in this report:

 

Exhibit No.

 

Description

4.1   Second Amendment to Rights Agreement dated November 19, 2008
10.1   Securities Purchase Agreement dated November 19, 2008
10.2   Line of Credit Agreement dated November 19, 2008
99.1   Press Release dated November 19, 2008


This excerpt taken from the INFI 8-K filed Nov 20, 2008.

SAFE HARBOR FOR FORWARD LOOKING STATEMENTS

Statements in this document regarding the transactions between Infinity, the Purdue Companies and, as applicable, any associated entities of the Purdue Companies, including, without limitation: the expected timetable for completing the Second Closing under the Securities Purchase Agreement; statements about the future expectations and beliefs of Infinity’s management; and statements about the goals, plans and prospects of Infinity, including with respect to the development and commercialization of products under the Strategic Alliance Agreements, constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “may,” “will,” “would,” “intends,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability of each of Infinity and the Purchasers to satisfy the closing conditions with respect to the Second Closing under the Securities Purchase Agreement, including obtaining the approval of the transaction by Infinity’s stockholders; risks relating to the ability of the parties to successfully research, develop and commercialize products under the Strategic Alliance Agreements; and factors described in Infinity’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, as filed with the SEC, and other filings that Infinity makes with the SEC from time to time. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, Infinity’s actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

In addition, the statements in this document reflect Infinity’s expectations and beliefs as of the date of this document. Infinity anticipates that subsequent events and developments will cause its expectations and beliefs to change. However, while Infinity may elect to update these forward-looking statements publicly at some point in the future, it specifically disclaim any obligation to do so, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Infinity’s views as of any date after the date of this Current Report on Form 8-K.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above with respect to the Credit Agreement is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 above with respect to the Securities Purchase Agreement is incorporated herein by reference.

The securities issued or issuable to the Purchasers pursuant to the Securities Purchase Agreement were (or will be) issued in reliance on the exemption from the registration provisions of the Securities Act of 1933, as amended, set forth in Section 4(2) promulgated thereunder relative to sales by an issuer not involving any public offering. The Purchasers represented to Infinity in the Securities Purchase Agreement that the Purchasers are acquiring the securities for investment and not distribution, that they can bear the risks of the investment, and that they have made detailed inquiry concerning Infinity, its business and its personnel in connection with their purchase of the securities.

 

Item 8.01 Other Events

On November 19, 2008, Infinity issued a press release announcing the entry into the strategic alliance with the Purdue Companies and related transactions. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) The following exhibits are included in this report:

 

Exhibit No.

 

Description

4.1   Second Amendment to Rights Agreement dated November 19, 2008
10.1   Securities Purchase Agreement dated November 19, 2008
10.2   Line of Credit Agreement dated November 19, 2008
99.1   Press Release dated November 19, 2008


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