UTHR » Topics » Item 8.01 Other Events

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 Company’s Board of Directors approved a split of the Company’s 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 Company’s 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 Company’s 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On November 24, 2008, the Committee also amended other Awards originally made between June 3 and October 28, 2008, under the Plan to executive managers, senior managers and other employees.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 Company’s 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.

 

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SIGNATURES

 

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.

 

 

UNITED THERAPEUTICS CORPORATION

 

 

 

(Registrant)

 

 

 

Dated: November 26, 2008

By:

/s/ PAUL A. MAHON

 

Name:

Paul A. Mahon

 

Title:

General Counsel

 

3


This excerpt taken from the UTHR 8-K filed Nov 17, 2008.

Item 8.01.         Other Events.

 

On November 17, 2008, United Therapeutics Corporation issued a press release announcing the results of the FREEDOM-C trial of oral treprostinil in pulmonary arterial hypertension.  A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This excerpt taken from the UTHR 8-K filed Aug 8, 2008.
Other Events.

 

On August 5, 2008, John Ferrari, Chief Financial Officer of United Therapeutics Corporation, and Professor Raymond Dwek, an independent director of United Therapeutics, adopted pre-arranged trading plans in accordance with Securities and Exchange Commission Rule 10b5-1 (“10b5-1 Plans”) and United Therapeutics’ Securities Trades by Company Personnel Policy.

 

Rule 10b5-1 of the Securities Exchange Act of 1934 permits officers and directors of public companies to adopt predetermined written plans for trading specified amounts of company stock when they are not in possession of material nonpublic information in order to gradually diversify their investment portfolios, to minimize the market effect of stock sales by spreading them out over an extended period of time, and to avoid concerns about initiating stock transactions while in possession of material nonpublic information.

 

The 10b5-1 Plan adopted by Mr. Ferrari involves a market order to sell 26,000 shares of United Therapeutics common stock (“shares”), which will be issued as a result of the exercise of certain employee stock options, on November 6, 2008, subject to minimum price thresholds.  Those shares that do not sell on November 6, 2008, will be aggregated with another tranche of 26,000 shares.  The sum of these two tranches will be divided by 26, and the quotient will be sold on the first and third Thursdays of every month beginning December 4, 2008, and ending December 17, 2009.  All shares under the plan will be acquired through the exercise of certain employee stock options and will be sold on the open market at prevailing market prices subject to minimum price thresholds.  The plan will expire when the maximum amount of 52,000 shares has been sold or December 17, 2009, whichever first occurs.

 

The 10b5-1 Plan adopted by Professor Dwek involves a market order to sell a total of 14,355 shares on a quarterly basis beginning in November 2008 and ending in January 2010, with all such shares acquired through the exercise of stock options annually awarded to United Therapeutics’ directors.  Shares will be sold under the plan on the open market at prevailing market prices subject to a minimum price threshold.  The plan will expire when the maximum amount of 14,355 shares has been sold or January 31, 2010, whichever first occurs.

 

The transactions under these plans will be disclosed publicly through Form 144 filings with the Securities and Exchange Commission.  Corresponding Form 4 filings will also be posted on United Therapeutics’ website.

 

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This excerpt taken from the UTHR 8-K filed May 1, 2008.

Item 8.01  Other Events

 

On May 1, 2008, United Therapeutics Corporation issued a press release discussing the results of its Annual Meeting and the adjournment of its Annual Meeting to be reconvened on May 29, 2008, to consider the approval of the Amended and Restated 2008 United Therapeutics Corporation Equity Incentive Plan.

 

A copy of the press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the UTHR DEFA14A filed May 1, 2008.

Item 8.01  Other Events

 

On May 1, 2008, United Therapeutics Corporation issued a press release discussing the results of its Annual Meeting and the adjournment of its Annual Meeting to be reconvened on May 29, 2008, to consider the approval of the Amended and Restated 2008 United Therapeutics Corporation Equity Incentive Plan.

 

A copy of the press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the UTHR 8-K filed Dec 5, 2007.
  Other Events.

                On December 5, 2007, United Therapeutics Corporation and its wholly-owned subsidiary, Unither Pharmaceuticals, Inc., issued a press release announcing the results of the IMPACT I and II trials of OvaRex® MAb in ovarian cancer.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This excerpt taken from the UTHR 8-K filed Nov 1, 2007.
Other Events.

                On November 1, 2007, United Therapeutics Corporation and its wholly-owned subsidiary, Lung Rx, Inc., issued a press release announcing the successful completion and results of the TRIUMPH-1 Phase 3 trial of Viveta in pulmonary arterial hypertension.  A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This excerpt taken from the UTHR 8-K filed Oct 30, 2006.

Item 8.01.  Other Events.

The Company used approximately $112.4 million of the net proceeds from the sale of the Notes to repurchase, in a privately-negotiated transaction, 1,808,809 outstanding shares of its common stock at a price per share of $62.17, the closing price of the Company’s common stock on October 24, 2006.

This excerpt taken from the UTHR 8-K filed May 5, 2006.
Item 8.01. Other Events.

On May 5, 2006, Paul A. Mahon, Executive Vice President, Strategic Planning and General Counsel of United Therapeutics Corporation, adopted a prearranged trading plan in accordance with Securities and Exchange Commission Rule 10b5-1 and United Therapeutics’ Securities Trades by Company Personnel Policy.

Rule 10b5-1 of the Securities Exchange Act of 1934 permits officers and directors of public companies to adopt predetermined written plans for trading specified amounts of company stock when they are not in possession of material nonpublic information in order to gradually diversify their investment portfolio, to minimize the market effect of stock sales by spreading them out over an extended period of time, and to avoid concerns about initiating stock transactions while in possession of material nonpublic information.

The 10b5-1 plan adopted by Mr. Mahon involves sales of shares on the first Thursday of July and August 2006 of 5,093 shares and 2,500 shares, respectively, with such shares acquired through the exercise of employee stock options. Shares will be sold under the Plan on the open market at prevailing market prices subject to a minimum price threshold.

The transactions under these plans will be disclosed publicly through Form 144 filings with the Securities and Exchange Commission. Corresponding Form 4 filings will also be posted on United Therapeutics’ website.

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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.

 

UNITED THERAPEUTICS CORPORATION

Dated: May 5, 2006

 

By:

/s/ Paul A. Mahon

 

 

 

Name: Paul A. Mahon

 

 

 

Title:   General Counsel

 

3



This excerpt taken from the UTHR 8-K filed Mar 21, 2006.

Item 8.01.  Other Events.

 

On March 21, 2006, United Therapeutics Corporation issued a press release announcing that the United States Food and Drug Administration (FDA) has approved a supplemental New Drug Application (sNDA) for Remodulin® (treprostinil sodium) Injection in satisfaction of the FDA’s Subpart H accelerated approval requirement for a Phase 4 post-marketing study to confirm the clinical benefit of Remodulin.  A copy of this press release is attached hereto as Exhibit 99.1.

 

 

This excerpt taken from the UTHR 8-K filed Feb 27, 2006.
Item 8.01. Other Events.

 

On February 27, 2006, Paul A. Mahon, Executive Vice President, Strategic Planning and General Counsel of United Therapeutics Corporation, adopted a prearranged trading plan in accordance with Securities and Exchange Commission Rule 10b5-1 and United Therapeutics’ Securities Trades by Company Personnel Policy.

 

Rule 10b5-1 of the Securities Exchange Act of 1934 permits officers and directors of public companies to adopt predetermined written plans for trading specified amounts of company stock when they are not in possession of material nonpublic information in order to gradually diversify their investment portfolio, to minimize the market effect of stock sales by spreading them out over an extended period of time, and to avoid concerns about initiating stock transactions while in possession of material nonpublic information.

 

The 10b5-1 plan adopted by Mr. Mahon involves several transactions with both owned shares and stock option exercises. The Plan will commence on March 2, 2006 with the simultaneous sale of 10,000 owned shares and the exercise of incentive stock options to purchase and hold 13,000 shares. In addition, the Plan involves sales of shares on the first Thursday of April, May and June of 2006 of 2,500 shares, 3,000 shares and 3,105 shares, respectively, with such shares acquired through the exercise of employee stock options. Shares will be sold under the Plan on the open market at prevailing market prices subject to a minimum price threshold.

 

The transactions under these plans will be disclosed publicly through Form 144 filings with the Securities and Exchange Commission. Corresponding Form 4 filings will also be posted on United Therapeutics’ website.

 

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.

 

 

UNITED THERAPEUTICS CORPORATION

 

 

 

 

Dated: February 27, 2006

By:

 

/s/ Paul A. Mahon

 

 

Name:

Paul A. Mahon

 

Title:

General Counsel

 

3


This excerpt taken from the UTHR 8-K filed Jan 12, 2006.

Item 8.01.  Other Events.

 

On January 10, 2006, United Therapeutics Corporation issued a press release announcing that the Israeli Ministry of Health approved intravenous administration of Remodulin® for the treatment of pulmonary arterial hypertension.  A copy of this press release is attached hereto as Exhibit 99.1.

 

 

This excerpt taken from the UTHR 8-K filed Dec 20, 2005.

Item 8.01.  Other Events.

 

On December 19, 2005, United Therapeutics Corporation issued a press release announcing positive preliminary results of its 45-patient placebo-controlled TRUST trial of intravenous Remodulin.  A copy of this press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the UTHR 8-K filed Dec 13, 2005.

Item 8.01.  Other Events.

 

On December 12, 2005, the Company issued a press release announcing that its wholly owned subsidiary Unither Pharmaceuticals, Inc. has achieved full enrollment of 177 patients in IMPACT I, the first of two identical double-blind, placebo-controlled trials of OvaRex® in late stage ovarian cancer.  A copy of this press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the UTHR 8-K filed Aug 11, 2005.

Item 8.01.  Other Events.

 

On August 10, 2005, the Company issued a press release announcing the results of the European Union Mutual Recognition Procedure with respect to marketing authorization approvals for Remodulin®.  A copy of this press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the UTHR 8-K filed Aug 2, 2005.

Item 8.01.  Other Events.

 

On August 2, 2005, the Company issued a press release providing an update concerning the Company’s Phase IV clinical trial of Remodulin®.  A copy of this press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the UTHR 8-K filed Mar 8, 2005.
Item 8.01  Other Events.

 

On March 8, 2005, United Therapeutics Corporation issued a press release announcing that AFSSAPS, the French drug regulatory agency, has issued an approval letter for Remodulin (treprostinil sodium) Injection for subcutaneous treatment of NYHA Class III Primary Pulmonary Hypertension patients.  A copy of this press release is attached hereto as Exhibit 99.1.

 

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