3//SEC Filing
ORCHID CELLMARK INC 3
Accession 0000920148-11-000100
CIK 0001107216operating
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 5:23 PM ET
Size
7.9 KB
Accession
0000920148-11-000100
Insider Transaction Report
Form 3
LABORATORY CORP OF AMERICA HOLDINGS
10% Owner
Holdings
- (indirect: See footnote)
Top-Up Option (right to buy)
Exercise: $2.80→ Common Stock - 25,965,712(indirect: See footnote)
Common Stock, par value $.001
Footnotes (3)
- [F1]The Reporting Person is filing this Form 3 on behalf of itself and OCM Acquisition Corp. ("OCM"), a Delaware corporation and a wholly owned subsidiary of the Reporting Person. The shares of common stock to which this Form 3 relates were acquired by OCM on December 9, 2011 (the "Acceptance Time") following the expiration of the initial offering period for the tender offer for all outstanding shares of common stock of the Issuer, including, to the extent outstanding, the associated preferred stock purchase rights issued under the Rights Agreement, dated July 27, 2001, as amended, between the Issuer and American Stock Transfer & Trust Company, as rights agent (the "Offer"). The Offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 19, 2011, which was annexed to and filed with the Schedule TO filed by the Reporting Person with the Securities and Exchange Commission on April 19, 2011.
- [F2]The Top-Up Option is exercisable, in whole but not in part, at any time after the Acceptance Time and prior to the earliest to occur (i) the Effective Time (as defined in the Agreement and Plan of Merger, as amended, dated April 5, 2011 among the Reporting Person, OCM and the Issuer (the "Merger Agreement"), filed as Exhibit 2.1 to the Form 8-k filed by the Issuer with the Securities and Exchange Commission on April 6, 2011), (ii) the termination of the Merger Agreement pursuant to Section 7.1 thereof and (iii) five business days following the expiration of any "subsequent offering period" (including any one or more extensions thereof) relating to the Offer. (Continued footnote in 3)
- [F3]Pursuant to the Top-Up Option, the Issuer has granted to OCM an irrevocable option (the "Top-Up Option") to purchase at $2.80 per share, that number of shares of common stock (the "Top-Up Option Shares") equal to the lowest number of shares of common stock, that when added to the number of shares of common stock owned by Reporting Person, OCM and their respective subsidiaries at the time of such exercise, shall constitute one share more than 90% of the shares of common stock then outstanding (after giving effect to the issuance of the Top-Up Option Shares).
Documents
Issuer
ORCHID CELLMARK INC
CIK 0001107216
Entity typeoperating
Related Parties
1- filerCIK 0001107216
Filing Metadata
- Form type
- 3
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 5:23 PM ET
- Size
- 7.9 KB