Attached files
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EX-99.1 - EX-99.1 - VION PHARMACEUTICALS INC | y03306exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) April 7, 2010
VION
PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-26534 | 13-3671221 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
4 Science Park, New Haven, CT | 06511 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (203) 498-4210
Not Applicable
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.03 Bankruptcy or Receivership
As previously disclosed, on December 17, 2009, Vion Pharmaceuticals, Inc. (Vion), a Delaware
corporation filed a voluntary petition seeking relief pursuant to Chapter 11 of Title 11 of the
United States Code (Chapter 11) in the United States Bankruptcy Court for the District of
Delaware (the Court) (Case No. 09-14429 (CSS)).
On February 11, 2010 Vion filed with the Court a Chapter 11 Plan of Liquidation (as amended,
the Plan) and a related disclosure statement. On April 7, 2010, the
Court entered an order (the Confirmation Order)
confirming the Plan. The Plan became effective on April 8, 2010 (the Effective Date). A copy of the Confirmation
Order confirming the Plan is attached hereto as Exhibit 99.1.
Summary of Plan
The following is a summary of the material terms of the Plan, as confirmed by the Court. The
summary is qualified in its entirety by reference to the Plan. Capitalized terms used but not
defined herein have the meanings given to them in the Plan.
Pursuant to the Plan, on the Effective Date, all of Vions assets and liabilities, excluding
certain licenses and drug applications that are being retained by Vion, are to be transferred to
the Vion Liquidating Trust for the purpose, among other things, of making distributions to the
Holders of Allowed Claims, pursuing Causes of Action, and liquidating the Estate. The Plan provides
for the appointment of a Liquidating Trustee for the purpose of liquidating and distributing all of
Vions remaining assets.
Other than Administrative Claims and Priority Tax Claims, which will be paid in full (or the
amount awarded by the Court) as soon as practicable under the Plan, the potential claims and
interests in Vion are divided into four classes under the Plan:
| Class 1 consists of Priority Claims, the holders of which are entitled to receive payment in full, in cash, without interest, in relative order of priority pursuant to Bankruptcy Code § 507, as soon as practicable after the later of the Effective Date or within ten days after the date on which such Claim becomes an Allowed Claim. | ||
| Class 2 consists of Secured Claims, the holders of which are entitled to, at the option of the Liquidating Trustee, (i) have such Claim reinstated and rendered unimpaired in accordance with Bankruptcy Code § 1124(2); or (ii) receive Cash or the collateral securing its Claim, in full and complete satisfaction of such Claim, on the later of the Initial Distribution Date under the Plan and the date such Claim becomes an Allowed Claim, or as soon thereafter as is practicable. | ||
| Class 3 consists of General Unsecured Claims, including holders of Vions convertible debt, the holders of which are entitled to receive their Pro Rata share of Distributable Cash, until paid in full. In the event the Claims are paid in full, holders of Class 3 Claims are entitled to interest from the Petition Date through the Effective Date. |
| Class 4 consists of Interests and Interest Related Claims, holders of which are not entitled to receive any distribution or dividend on account of such Interest. |
The listing of a class above does not necessarily mean that there are any claims or interests
within such class existing as of the Effective Date. The Disbursing Agent shall make initial
distributions under the Plan on account of Claims Allowed before the Effective Date as soon as
practicable on or after the Effective Date, except as otherwise agreed to by the Trust Oversight
Committee or by order of the Bankruptcy Court, and thereafter as described in the Plan.
Share Information
Immediately after the Effective Date, the Liquidating Trustee shall be authorized to take all
actions reasonably necessary to dissolve Vion under applicable laws; provided,
however, that Vion shall not be dissolved any sooner than the earlier of (a) 20 months
after the Effective Date or (b) a date upon which Vions former employees may no longer continue to
collect health benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA).
Immediately prior to the confirmation of the Plan, Vion had 60,000,000 authorized shares of
common stock, $0.01 par value per share, of which 8,054,519 were issued and outstanding as of April
5, 2010, and 5,000,000 authorized shares of preferred stock, none of which were issued or
outstanding. As a result of the Plan becoming effective, all of Vions outstanding shares of
common stock will be cancelled without consideration as of the Effective Date and have no
value. No shares are being reserved for future issuance in respect of claims and interests
filed or allowed under the Plan; provided, however, the Liquidating Trustee will receive and hold
one share of the common stock for the purpose of maintaining Vions corporate existence pending
dissolution. Therefore all of the existing equity interests, including common stock, of Vion
are worthless, and there is no value to the conversion rights of Vions convertible debt.
Assets and Liabilities
In its most recent monthly operating report filed with the Court on March 22, 2010, Vion
reported assets of $13,808,535 and liabilities of $66,563,236 as of February 28, 2010.
Item 3.03 Material Modification to the Rights of Security Holders
Pursuant to the Plan, all outstanding equity interests of Vion, including but not limited to
all outstanding shares of common stock, options, warrants or contractual or other rights to acquire
any equity interests, are cancelled and extinguished on the Effective Date.
In
addition, on April 8, 2009, the Company filed a cease trading request with the Financial
Industry Regulatory Authority. Accordingly, Vions common stock will cease trading and be removed from the OTC quotation systems list.
After filing this Current Report on Form 8-K, Vion will file a Form 15 with the Securities and
Exchange Commission to deregister its common stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the Exchange Act). Vions reporting obligations
under the Exchange Act will consequently be terminated and suspended.
Item 5.01 Changes in Control of Registrant
As of the Effective Date, following consummation of the Plan, the Liquidating Trustee will
hold one share of Vion common stock and the Vion Liquidating Trust will hold all of the assets of
Vion (excluding certain licenses and drug applications that are being retained by Vion) for the purpose of winding down Vions remaining affairs.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
As of the Effective Date, and as contemplated by the Plan, Vions Board of Directors will be
dissolved and its officers will be discharged. Accordingly, each of Vions directors, William R.
Miller, Alan Kessman, George Bickerstaff, Kevin Rakin, Alan C. Sartorelli, Ph.D., Ian Williams, D.
Phil and Gary Willis, and each of Vions remaining officers, Alan Kessman, Howard B. Johnson, Karen
Schmedlin, and Dr. Ivan King, will cease to be directors or officers of Vion on the Effective Date.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
EXHIBIT NO. | DESCRIPTION | |
99.1
|
Order Confirming Vion Pharmaceuticals, Inc.s Second Amended Chapter 11 Plan of Liquidation. |
SIGNATURES
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.
VION PHARMACEUTICALS, INC. |
||||
Date: April 8, 2010 | By: | /s/ Howard B. Johnson | ||
Name: | Howard B. Johnson | |||
Title: | President and Chief Financial Officer |
EXHIBIT INDEX
EXHIBIT NO. | DESCRIPTION | |
99.1
|
Order Confirming Vion Pharmaceuticals, Inc.s Second Amended Chapter II Plan of Liquidation. |