UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
______________
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Pursuant
to Section 13 or 15(d) of
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The
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported): October 20,
2009
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LIFE
SCIENCES RESEARCH, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND
(State or
other jurisdiction of incorporation)
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0-33505
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52-2340150
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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Mettlers
Road, East Millstone, NJ
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08875
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(732)
649-9961
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(Former
name or former address, if changed since last
report)
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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))
Item
1.01
Entry into a Material
Definitive Agreement
Item
8.01.
Other
Events.
The Memorandum of
Understanding
Life
Sciences Research, Inc. (the “Company” or “LSR”) hereby reports that, on October
20, 2009, the Company entered into a Memorandum of Understanding (“MOU”) to
settle (the “Settlement”) the litigation pending in New Jersey Superior Court
captioned Berger v. Life Sciences Research, et al. (Chancery Division, Somerset
County, Civil Action No. SOM-C-12006-09) (the “Consolidated Complaint”) that was
filed with respect to the proposed merger (the “Merger”) of the Company with
Lion Merger Corp. (“Merger Sub”), an entity controlled by Andrew Baker, the
Chairman and Chief Executive Officer of the Company, as contemplated by the
Agreement and Plan of Merger, dated July 8, 2009, as amended, by and among the
Company, Lion Holdings, Inc. (“Parent”) and Merger Sub (the “Merger
Agreement”). The MOU provides, among other things, that in
consideration for full settlement and release of all claims under the
Consolidated Complaint:
1. The
Company agreed to disclose certain additional information in the definitive
Proxy Statement to be filed by the Company regarding the Merger with the
Securities and Exchange Commission (the “SEC”) and mailed to the Company's
stockholders (which agreed upon information has already been included in a
revised preliminary proxy statement).
2. Parent agreed
that for the twelve (12) month period beginning on the effective date of the
Merger, it will not, and will cause its controlled affiliates not to, consummate
(i.e., close) any transaction in which it sells 90% or more of LSR’s assets (as
existing on the date of consummation of the Merger) to an unaffiliated third
party, whether by merger, consolidation, or otherwise, for an amount
representing an enterprise value at such time in excess of 125% of the
enterprise value
of LSR at the time of the Merger unless
Parent pays or causes to be paid to the settlement class members an amount equal
to 50% of any amount in excess of 125% of the enterprise value of LSR at the
time of the Merger.
3. Parent
agreed that the Termination Fee, payable by LSR to Parent pursuant
to paragraph 8.5 of the Merger Agreement, shall be reduced
from $2,230,000 to $1,533,333. The Termination Fee is payable under
certain circumstances, including the termination of the Merger Agreement in
connection with the receipt of a Superior Proposal (as defined in the Merger
Agreement) by the Company.
4. Defendants
in the litigation agree to pay fees and expenses of plaintiff’s counsel if
approved by the Court up to a certain capped amount.
Consummation
of the Settlement is subject to certain conditions, including: (a) satisfactory
completion of reasonable confirmatory discovery by plaintiffs; (b) drafting and
execution of a formal Stipulation of Settlement and such other documentation as
may be required to obtain final approval by the Court of the Settlement; (c)
consummation of the Merger; and (d) final approval by the Court of the
Settlement and entry of a final order and judgment by the Court.
Amendment No. 1 to the
Merger Agreement
In
connection with the Settlement, the Company executed on October 20, 2009
Amendment No. 1 to the Merger Agreement, to incorporate the reduction in the
Termination Fee described above. A copy of Amendment No. 1 to the Merger
Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The foregoing description of
Amendment No. 1 to the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to Exhibit 2.1 hereto.
Important
Additional Information for Investors and Stockholders
In
connection with the proposed Merger, the Company has filed with 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, as
amended, 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.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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2.1
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Amendment
No. 1 to Agreement and Plan of Merger dated as of October 20, 2009 by and
among the Company, Parent and Merger
Sub.
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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.
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Dated: October
21, 2009
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LIFE
SCIENCES RESEARCH, INC.
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By: /s/
Mark L. Bibi
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Name: Mark
L. Bibi
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Title: Secretary
and General Counsel
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Exhibit
Index
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Exhibit
No.
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Description
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2.1
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Amendment
No. 1 to Agreement and Plan of Merger dated as of October 20, 2009 by and
among the Company, Parent and Merger
Sub.
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