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EX-99.1 - EX-99.1 - INSITE VISION INCd937990dex991.htm
EX-99.2 - EX-99.2 - INSITE VISION INCd937990dex992.htm

 

 

UNITED STATES

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

Date of Report (Date of earliest event reported): June 8, 2015

 

 

INSITE VISION INCORPORATED

(Exact Name of registrant as specified in its charter)

 

 

 

Delaware   000-22332   94-3015807

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

965 Atlantic Ave.

Alameda, California

  94501
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 510-865-8800

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:

 

¨ 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 8.01. Other Events.

On June 8, 2015, InSite Vision Incorporated, a Delaware corporation (the “Company”), QLT Inc, a corporation incorporated under the laws of British Columbia (“QLT”), and Isotope Acquisition Corp., a Delaware corporation and indirect wholly owned subsidiary of QLT (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will, subject to the satisfaction or waiver of the conditions therein, merge with and into the Company, and the Company will be the surviving corporation (the “Surviving Corporation”) in the merger and a wholly owned indirect subsidiary of QLT.

On June 8, 2015, the Company held a conference call with investors to provide supplemental information regarding the proposed transaction contemplated by the Merger Agreement. A copy of the Investor Presentation Slides used by the Company on such conference call is filed herewith as Exhibit 99.1 and is incorporated herein by reference. A copy of the Conference Call Transcript for Investors is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number
   Description
99.1    Investor Presentation Slides, dated June 8, 2015.
99.2    Conference Call Transcript, dated June 8, 2015.

 

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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.

 

Date: June 9, 2015 INSITE VISION INCORPORATED
By:

/s/ Timothy M. Ruane

Timothy M. Ruane

Chief Executive Officer

 

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Exhibit Index

 

Exhibit
Number
   Description
99.1    Investor Presentation Slides, dated June 8, 2015.
99.2    Conference Call Transcript, dated June 8, 2015.

 

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