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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Life Sciences Research | NYSE:LSR | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Mark L. Bibi | Andrew H. Baker | |
Secretary and General Counsel | 401 Hackensack Avenue, | |
Life Sciences Research, Inc. | Hackensack, NJ 07601 | |
PO Box 2360, Mettlers Road, | (732) 649-9961 | |
East Millstone NJ 08875-2360 | ||
(732) 649-9961 |
Transaction Valuation * | Amount of Filing Fee ** | ||||
$103,281,626.70 | $5,763.12 | ||||
* | The transaction valuation was determined based upon the sum of: (a) $8.50 per each of 11,022,979 shares of the voting common stock of Life Sciences Research, Inc. (excluding shares owned by Lion Holdings Inc., Lion Merger Corp. or any direct or indirect wholly owned subsidiary of Lion Holdings, Inc., which includes 2,326,116 shares to be directly or indirectly contributed to Lion Holdings, Inc. by Andrew H. Baker and Focused Healthcare Partners, L.L.C., an entity controlled by Mr. Baker); (b) $8.50 minus the weighted average exercise price of $2.12 per each of 797,540 shares of the voting common stock issuable pursuant to outstanding in the money stock options (excluding in the money options to be contributed by Mr. Baker to Lion Holdings, Inc.); and (c) $8.50 minus the weighted average exercise price of $1.58 per each of 650,000 shares of the voting common stock issuable pursuant to outstanding in the money warrants. | |
** | In accordance with Securities and Exchange Commission Fee Rate Advisory #5 for Fiscal Year 2009, the filing fee was determined by multiplying the transaction value of $103,281,626.70 by 0.00005580. |
þ | Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
$5,763.12
|
Filing Party: Life Sciences Research, Inc. | |
Form or Registration No.
Schedule 14A
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Date Filed: August 11, 2009 |
Item 16. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX |
* | Previously filed. | |
*** | Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. |
LIFE SCIENCES RESEARCH, INC.
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By: | /s/ Mark L. Bibi | |||
Name: | Mark L. Bibi | |||
Title: | Secretary and General Counsel | |||
LION HOLDINGS, INC.
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By: | /s/ Andrew H. Baker | |||
Name: | Andrew H. Baker | |||
Title: | Chief Executive Officer | |||
LION MERGER CORP.
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By: | /s/ Andrew H. Baker | |||
Name: | Andrew H. Baker | |||
Title: | Chief Executive Officer | |||
LAB HOLDINGS LLC
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By: | /s/ Andrew H. Baker | |||
Name: | Andrew H. Baker | |||
Title: | Chief Executive Officer | |||
/s/ Andrew H. Baker | ||||
Andrew H. Baker | ||||
FOCUSED HEALTHCARE PARTNERS, L.L.C.
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By: | /s/ Andrew H. Baker | |||
Name: | Andrew H. Baker | |||
Title: | Chief Executive Officer | |||
Exhibit No. | Description | |
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(a)(1)
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Letter to Stockholders from Mark L. Bibi, the Secretary and General Counsel of Life Sciences Research, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Life Sciences Research, Inc. on October 28, 2009. | |
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(a)(2)
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Notice of Special Meeting of Stockholders, incorporated herein by reference to the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Life Sciences Research, Inc. on October 28, 2009. | |
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(a)(3)
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Proxy Statement of Life Sciences Research, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Life Sciences Research, Inc. on October 28, 2009. | |
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(a)(4)
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Letter, dated March 3, 2009, from Andrew H. Baker to the Board of Directors of Life Sciences Research, Inc., incorporated herein by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Life Sciences Research, Inc. on March 4, 2009. | |
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(a)(5)
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Letter to Stockholders from Mark. L. Bibi, the Secretary and General Counsel of the Company, dated November 6, 2009, incorporated herein by reference to the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by the Company on November 6, 2009. | |
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(a)(6)
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Press release issued by Life Sciences Research, Inc. dated November 6, 2009, incorporated herein by reference to the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by the Company on November 6, 2009. | |
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(b)(1)
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Debt Financing Commitment Letter, dated July 8, 2009, addressed to Lion Holdings, Inc. from Progress Funding. * | |
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(b)(2)
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Debt Financing Commitment Letter, dated July 8, 2009, addressed to Lion Holdings, Inc. from Anchor Sub Funding S.àr.l. * | |
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(b)(3)
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Assignment and Assumption of Loan Commitment, dated as of October 1, 2009. *, *** | |
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(b)(4)
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Assignment and Assumption Agreement, dated as of October 13, 2009. *, *** | |
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(b)(5)
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Assignment and Acceptance, dated September 25, 2009. *, *** | |
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(b)(6)
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Assignment and Acceptance, dated October 13, 2009. *, *** | |
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(c)(1)
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Financial analysis materials prepared by Plymouth Partners LLC in connection with its presentation to the Special Committee of the Board of Directors of Life Sciences Research, Inc. on July 7, 2009. *, *** | |
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(c)(2)
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Opinion of Plymouth Partners LLC, dated July 7, 2009, incorporated herein by reference to Appendix B of the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Life Sciences Research, Inc. on October 28, 2009. | |
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(c)(3)
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Financing Agreement, dated March 1, 2006. *, *** | |
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(c)(4)
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Equity Financing Commitment Letter, dated July 8, 2009, addressed to Parent from LAB Holdings LLC. * | |
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(d)(1)
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Agreement and Plan of Merger, dated as of July 8, 2009, among Lion Holdings, Inc., Lion Merger Corp. and Life Sciences Research, Inc., incorporated herein by reference to Appendix A of the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Life Sciences Research, Inc. on October 28, 2009. |
Exhibit No. | Description | |
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(d)(2)
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Limited Guaranty, dated as of July 8, 2009, by LAB Holdings LLC in favor of Life Sciences Research, Inc. * | |
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(d)(3)
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Amendment No. 1 to Agreement and Plan of Merger, dated as of October 20, 2009, among Lion Holdings, Inc., Lion Merger Corp. and Life Sciences Research, Inc., incorporated herein by reference to Appendix A-1 of the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Life Sciences Research, Inc. on October 28, 2009. | |
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(f)
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Not Applicable. | |
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(g)
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Not Applicable. |
* | Previously filed. | |
*** | Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. |
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