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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cypress Bioscience, Inc. (MM) | NASDAQ:CYPB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.50 | 0 | 01:00:00 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Item 8. Additional Information | ||||||||
Item 9. Exhibits | ||||||||
SIGNATURE | ||||||||
EX-99.E.20 | ||||||||
EX-99.E.21 | ||||||||
EX-99.E.22 |
Exhibit No. | Description | |
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(a)(1)(A)
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Amended and Restated Offer to Purchase, dated December 20, 2010. (1) | |
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(a)(1)(B)
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Amended and Restated Letter of Transmittal (including Guidelines for Certification for Taxpayer Identification Number on Substitute Form W-9). (1) | |
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(a)(1)(C)
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Amended and Restated Notice of Guaranteed Delivery. (1) |
1
Exhibit No. | Description | |
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(a)(1)(D)
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Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (1) | |
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(a)(1)(E)
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Amended and Restated Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (1) | |
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(a)(1)(F)
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Form of Summary Advertisement as published on September 15, 2010. (2) | |
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(a)(1)(G)
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Information Statement to Cypress Stockholders. (See Annex I) | |
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(a)(1)(H)
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Opinion of Jefferies. (See Annex II) | |
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(a)(2)(A)
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Letter to Stockholders from the President and Chief Executive Officer of Cypress, dated September 28, 2010.(3) | |
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(a)(5)(A)
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Press release dated September 15, 2010, announcing the commencement of the Offer. (2) | |
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(a)(5)(B)
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Press release dated September 28, 2010, announcing the recommendation of Cypress board of directors. (3) | |
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(a)(5)(C)
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Letter to Ramius dated August 5, 2010, rejecting the Original Ramius Groups July Proposal. (3) | |
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(a)(5)(D)
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Letter to Ramius dated August 17, 2010, rejecting the Original Ramius Groups August Proposal. (3) | |
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(a)(5)(E)
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Press Release dated December 10, 2010, issued by the Ramius/RP Group, announcing the extension of the Offer to December 17, 2010. (4) | |
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(a)(5)(F)
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Press Release dated December 14, 2010 issued by Ramius, announcing Cypress rejection of its revised $6.00 per share offer. (5) | |
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(a)(5)(G)
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Joint Press Release dated December 15, 2010, issued by Cypress and the Ramius/RP Group, announcing the execution of the Merger Agreement. (6) | |
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(e)(1)
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Cypress Bioscience, Inc. Severance Benefits Plan. (7) | |
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(e)(2)
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Amended and Restated Employment Agreement dated December 31, 2008 between Cypress and Dr. Jay Kranzler. (8) | |
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(e)(3)
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Amendment to Amended and Restated Employment Agreement, dated December 24, 2009, between Cypress and Dr. Jay Kranzler. (9) | |
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(e)(4)
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Certificate of Designation of Series A Junior Participating Preferred Stock. (10) | |
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(e)(5)
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Rights Agreement, dated as of September 27, 2010, by and between Cypress and American Stock Transfer & Trust Co. LLC, as rights agent. (11) | |
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(e)(6)
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Amendment No. 1 to Rights Agreement, dated December 14, 2010, by and between Cypress and American Stock Transfer & Trust Co. LLC, as rights agent. (12) | |
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(e)(7)
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Agreement and Plan of Merger, dated December 14, 2010, by and among Cypress, Ramius Value and Opportunity Advisors LLC, Royalty Pharma US Partners, LP, Royalty Pharma US Partners 2008, LP, RP Investment Corp. and Ramius V&O Acquisition LLC. (13) | |
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(e)(8)
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Confidentiality Agreement, dated October 8, 2010, by and between Cypress and Ramius. (14) | |
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(e)(9)
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Confidentiality Agreement, dated October 14, 2010, by and between Cypress and RP Management. (14) | |
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(e)(10)
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1996 Equity Incentive Plan. (15) |
2
Exhibit No. | Description | |
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(e)(11)
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2000 Equity Incentive Plan. (16) | |
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(e)(12)
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2009 Equity Incentive Plan. (17) | |
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(e)(13)
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2009 Bonus Plan. (18) | |
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(e)(14)
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2010 Executive Bonus Plan. (19) | |
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(e)(15)
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Second Amended and Restated Certificate of Incorporation. (20) | |
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(e)(16)
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Certificate of Amendment of Second Amended and Restated Certificate of Incorporation. (21) | |
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(e)(17)
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Fourth Amended and Restated Bylaws. (22) | |
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(e)(18)
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Section 262 of the Delaware General Corporation Law. (See Annex III) | |
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(e)(19)
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Non-Executive Severance Benefit Plan. (14) | |
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(e)(20)
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FAQs to Employees Regarding the Merger. | |
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(e)(21)
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FAQs to Former Employees Regarding the Merger. | |
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(e)(22)
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Notice to Optionees Regarding Treatment in Merger. |
(1) | Incorporated by reference to the Schedule TO/A filed by the Ramius/RP Group on December 20, 2010. | |
(2) | Incorporated by reference to the Schedule TO filed by the Original Ramius Group on September 15, 2010. | |
(3) | Incorporated by reference to the Schedule 14D-9 filed by Cypress on September 28, 2010. | |
(4) | Exhibit (a)(5)(G) to the Schedule TO/A filed by the Ramius/RP Group on December 10, 2010. | |
(5) | Exhibit (a)(5)(I) to the Schedule TO/A filed by the Ramius/RP Group on December 14, 2010. | |
(6) | Exhibit 99.1 to the Form 8-K filed by Cypress on December 15, 2010. | |
(7) | Exhibit 10.20 to the Form 10-K filed by Cypress for the year ended December 31, 2008. | |
(8) | Exhibit 10.19 to the Form 10-K filed by Cypress for the year ended December 31, 2008. | |
(9) | Exhibit 10.19 to the Form 10-K filed by Cypress for the year ended December 31, 2009. | |
(10) | Exhibit 3.4 to the Form 8-K filed by Cypress on September 28, 2010. | |
(11) | Exhibit 4.2 to the Form 8-K filed by Cypress on September 28, 2010. | |
(12) | Exhibit 4.1 to the Form 8-K filed by Cypress on December 16, 2010. | |
(13) | Exhibit 2.1 to the Form 8-K filed by Cypress on December 16, 2010. | |
(14) | Previously filed. | |
(15) | Exhibit 99.2 to the Form 10-Q filed by Cypress for the quarter ended March 31, 1996. | |
(16) | Exhibit 10.25 to the Form 10-K filed by Cypress for the year ended December 31, 2000. | |
(17) | Exhibit 99.1 to the Form 8-K filed by Cypress on June 17, 2009. | |
(18) | Exhibit 10.1 to the Form 8-K filed by Cypress on April 14, 2009. | |
(19) | Exhibit 10.1 to the Form 8-K filed by Cypress on April 12, 2010. | |
(20) | Appendix C to the Definitive Proxy Statement filed by Cypress on August 11, 2003. | |
(21) | Exhibit 3.2 to the Form 10-Q filed by Cypress for the quarter ended September 30, 2009. | |
(22) | Exhibit 3.1 to the Form 8-K filed by Cypress on May 6, 2009. |
3
CYPRESS BIOSCIENCE, INC.
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By: | /s/ Jay D. Kranzler | |||
Name: | Jay D. Kranzler, M.D., Ph.D. | |||
Title: |
Chairman of the Board of
Directors
and Chief Executive Officer |
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4
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1 Month Cypress Bioscience Chart |
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