Attached files
file | filename |
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EX-99.1 - EXHIBIT 99.1 - MiddleBrook Pharmaceuticals, Inc. | c08187exv99w1.htm |
EX-99.2 - EXHIBIT 99.2 - MiddleBrook Pharmaceuticals, Inc. | c08187exv99w2.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): November 4, 2010
MIDDLEBROOK PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-50414 | 52-2208264 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
7 Village Circle, Suite 100, Westlake, Texas |
76262 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (817) 837-1200
N/A
(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:
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 7.01. Regulation FD Disclosure.
As previously disclosed, on April 30, 2010, MiddleBrook Pharmaceuticals, Inc. (MiddleBrook
or the Company) filed a voluntary petition for bankruptcy protection under Chapter 11 of the
United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the
District of Delaware (the Bankruptcy Court), case number 10-11485. On July 30, 2010, MiddleBrook
completed the previously announced sale of substantially all of its assets (the Sale) to Victory
Pharma, Inc. (Victory), pursuant to the Asset Purchase Agreement, dated May 14, 2010, by and
between the Company and Victory (the Agreement). The Sale, which was conducted under the
provisions of Section 363 of the Bankruptcy Code, was approved by the Bankruptcy Court on July 28,
2010.
On November 4, 2010, MiddleBrook filed the Debtors Plan of Liquidation (the Plan) and the
Disclosure Statement for the Debtors Plan of Liquidation (the
Disclosure Statement) with the
Bankruptcy Court. A copy of the Plan and the Disclosure Statement are attached to this Current
Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by
reference.
The information furnished pursuant to Item 7.01 and Exhibits 99.1 and 99.2 of this Current
Report on Form 8-K shall not be deemed to be filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section. The information in Item 7.01 of this Current Report shall not be
incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date of this Current Report, regardless of any
general incorporation language in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this Current Report on Form 8-K:
Exhibit | ||
Number | Description | |
99.1
|
Debtors Plan of Liquidation | |
99.2
|
Disclosure Statement for the Debtors 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.
MIDDLEBROOK PHARMACEUTICALS, INC. |
||||
Date: November 10, 2010 | By: | /s/ Brad Cole | ||
Brad Cole | ||||
Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
99.1
|
Debtors Plan of Liquidation | |
99.2
|
Disclosure Statement for the Debtors Plan of Liquidation |