- Current report filing (8-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-K

 

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Current Report

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):   August 29, 2009

 

 

 

LIFE SCIENCES RESEARCH, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

MARYLAND

 

(State or other jurisdiction of incorporation)

0-33505		52-2340150
(Commission File Number)		(I.R.S. Employer Identification Number)
Mettlers Road, East Millstone, NJ		08875
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: [phone]

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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Item 8.01.                        Other Events.

 

Life Sciences Research, Inc. (the “Company”) hereby reports that, on August 29, 2009, a Consolidated Amended Class Action and Derivative Complaint (the “Consolidated Complaint”) was filed with respect to the proposed merger of the Company with and into Lion Merger Corp. (“Merger Sub”), an entity controlled by Andrew Baker, the Chairman and Chief Executive Officer of the Company (the “Merger”), contemplated by the Agreement and Plan of Merger, dated July 8, 2009, by and among the Company, Lion Holdings, Inc. (“Parent”) and Merger Sub (the “Merger Agreement”).  The complaint combines and supplements the two previously disclosed existing actions brought with respect to the Merger: Berger v. Life Sciences Research, et al., which was originally filed on March 9, 2009 and was amended on July 13, 2009, and Oakland v. Life Sciences Research, Inc., et al., which was filed on August 10, 2009.  The consolidation of the two actions is subject to court approval.  The Consolidated Complaint was filed in the Superior Court of New Jersey, Chancery Division, Somerset County (Civil Action No. SOM-C-12006-09) and names as defendants the Company, Mr. Baker and the other members of the Company’s Board of Directors.  The Consolidated Complaint, which makes both direct and derivative claims, alleges, among other things, that the directors breached their fiduciary duties in connection with the Merger by agreeing to sell the Company for an unfair price pursuant to an unfair process and by filing and circulating a proxy statement with materially misleading disclosures and omissions, that Mr. Baker controls the Company and its directors, that the directors were motivated to accept Mr. Baker’s offer because of concerns that a public dispute with Mr. Baker would draw unwanted attention from animal rights activists, that certain terms of the merger agreement unfairly benefit Mr. Baker at the expense of the other stockholders, including the absence of appraisal rights and provisions providing for accelerated vesting of restricted stock, restrictions on the solicitation of negotiations with respect to third party proposals and termination fees, and that the Company, Mr. Baker and the Company’s other directors each aided and abetted the other defendants’ breach of their fiduciary duties.  The complaint seeks injunctive and other unspecified relief.

The Company is responding appropriately to this lawsuit.

Important Additional Information for Investors and Stockholders

In connection with the proposed Merger, the Company has filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement for the meeting of stockholders of the Company to be convened to approve the Merger.  When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company.  The Company, Parent, Merger Sub, Andrew Baker, LAB Holdings LLC and Focused Healthcare Partners, L.L.C. have also filed a Schedule 13E-3 with the SEC regarding the proposed Merger.  BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, THE COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE DEFINITIVE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  Company stockholders and other investors can obtain copies of these materials (including the definitive proxy statement, when it becomes available) without charge from the SEC through the SEC’s Web site at www.sec.gov.  These documents can also be obtained free of charge by accessing them on the Company’s corporate Web site at www.lsrinc.net .

The Company and its directors, executive officers and certain other members of its management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the transaction.  Information regarding the interests of such directors and executive officers (which may be different than those of the Company’s stockholders generally) is set forth in the Company’s proxy statement referred to above and additional information regarding the Company’s directors and executive officers is included in the Company’s 2009 proxy statement and 2008 Annual Report on Form 10-K, previously filed with SEC.  Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the Merger and the solicitation of proxies, which may be different than those of the Company’s stockholders generally, by reading the proxy statement (including the definitive proxy statement, when it becomes available) and other relevant documents regarding the Merger, filed with the SEC.

 

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act 1934, Life Sciences Research, Inc. has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  September 8, 2009	LIFE SCIENCES RESEARCH, INC.
	By:     /s/ Mark L. Bibi
	Name:  Mark L. Bibi
	Title:    Secretary and General Counsel