This excerpt taken from the UTHR 8-K filed Sep 1, 2009.
Item 8.01 Other Events
On September 1, 2009, United Therapeutics Corporation (the Company) issued a press release announcing that the Companys Board of Directors approved a split of the Companys common stock to be effected in the form of a stock dividend, in which one share of common stock will be distributed for each share of common stock issued as of September 14, 2009 (the Record Date) (whether outstanding or held in treasury) (the Stock Dividend). The distribution is scheduled to occur on September 22, 2009 to shareholders of record at the close of business on the Record Date.
In accordance with the First Amended and Restated Rights Agreement between the Company and The Bank of New York, as rights agent, dated as of June 30, 2008 (the Rights Agreement), each share of the Companys common stock is currently accompanied by one preferred share purchase right (a Right). Each Right entitles the holder to purchase a certain number of shares of the Companys Series A Junior Participating Preferred Stock, par value $0.01 per share (the Preferred Stock). Pursuant to Section 11(p) of the Rights Agreement, an adjustment to the number of one-thousandths of a share of Preferred Stock purchasable upon proper exercise of a Right will be required as a result of the Stock Dividend. Effective as of September 22, 2009, each outstanding share of common stock (including those shares issued in the Stock Dividend) will be accompanied by one Right and each outstanding Right will be adjusted to represent the right to purchase one-half of one one-thousandth of a share of Preferred Stock.
A copy of the press release announcing the Stock Dividend is attached hereto and furnished as Exhibit 99.1.
This excerpt taken from the UTHR 8-K filed Nov 26, 2008.
Item 8.01. Other Events
On November 24, 2008, the Committee also amended other Awards originally made between June 3 and October 28, 2008, under the Plan to executive managers, senior managers and other employees. A total of 1,357,207 Awards held by employees (in addition to the Awards described above in Item 5.02) were amended to have an exercise price of $50.63 per Award, representing the closing price of one share of the Companys common stock, as reported on the NASDAQ Global Select Market, on November 24, 2008.
These amendments were intended to address the underwater status of these Awards for the same reasons described above in Item 5.02.
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.