Attached files
file | filename |
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EX-5.1 - EX-5.1 - NxStage Medical, Inc. | b85038exv5w1.htm |
EX-99.1 - EX-99.1 - NxStage Medical, Inc. | b85038exv99w1.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): February 16, 2011
NxSTAGE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-51567 | 04-3454702 | ||
(State or other jurisdiction of Incorporation | (Commission File Number) | (IRS Employer Identification No.) |
439 South Union Street, 5th Floor, Lawrence, MA (Address of principal executive offices) |
01843 (Zip Code) |
Registrants telephone number, including area code: | (978) 687-4700 |
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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 2 Financial Information
Item 2.02. | Results of Operations and Financial Condition. |
On February 17, 2011, NxStage Medical, Inc. (the Company) announced its financial results for the
quarter and year-ended December 31, 2010. The full text of the press release issued in connection
with this announcement is set forth in Exhibit 99.01 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K, including Exhibit 99.01, shall not be deemed to
be filed for 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, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 8 Other Events
Item 8.01 | Other Events. |
On February 16, 2011, the Company filed a prospectus supplement (the Prospectus Supplement)
pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, to the related prospectus,
dated November 17, 2010, that was filed with the Companys Registration Statement on Form S-3 (No.
333-170654) (the Registration Statement). The Prospectus Supplement relates to the registration
for resale of 5,500,000 shares (the Shares) of the Companys common stock, par value $0.001 per
share (Common Stock), issuable upon the exercise of an
outstanding warrant (the Warrant) entered into in connection with the Companys First Amended and Restated National Service
Provider Agreement with DaVita dated July 22, 2010 (the Amended Agreement) and related
Registration Rights Agreement of the same date. The details of this transaction were disclosed on
the Companys Form 8-K relating to the Amended Agreement filed on July 23, 2010. The filing of the
Prospectus Supplement was done to satisfy a requirement in the Registration Rights Agreement that
we file, on or prior to April 1, 2011, a registration statement on Form S-3 with respect to the
resale by DaVita of the Shares. The first date that any portion of
the warrants could be earned is June 30, 2011; no
warrants have been earned to date, and we have no assurance that any of the warrants will be earned
in the future.
The legal opinion of Hogan Lovells US LLP related to the legal validity of the Shares is filed as
Exhibit 5.01 to this Form 8-K and is incorporated by reference as an Exhibit to the Registration
Statement.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit | ||||
Number | Description | |||
5.01 | Opinion of Hogan Lovells US LLP |
|||
23.01 | Consent of Hogan Lovells US LLP (included in Exhibit 5.01) |
|||
99.01 | Press release dated February 17, 2011 issued by NxStage Medical, Inc. |
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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.
NXSTAGE MEDICAL, INC. |
||||
Date: February 17, 2011 | By: | /s/ Robert S. Brown | ||
Robert S. Brown | ||||
Chief Financial Officer and Senior Vice President | ||||
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EXHIBIT INDEX
Exhibit | ||||
Number | Description | |||
5.01 | Opinion of Hogan Lovells US LLP |
|||
23.01 | Consent of Hogan Lovells US LLP (included in Exhibit 5.01) |
|||
99.01 | Press release dated February 17, 2011 issued by NxStage Medical, Inc. |
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