4//SEC Filing
MANNEY TIM 4
Accession 0001140361-11-033284
CIK 0000887708other
Filed
Jun 15, 8:00 PM ET
Accepted
Jun 16, 9:25 PM ET
Size
25.6 KB
Accession
0001140361-11-033284
Insider Transaction Report
Form 4
MANNEY TIM
Director
Transactions
- Other
Common Stock
2011-06-14−5,000→ 10,000 total - Other
Common Stock
2011-06-14−10,000→ 0 total - Other
Director Stock Option (right to buy)
2011-06-14+1,500→ 0 totalExercise: $4.75→ Common Stock (1,500 underlying) - Other
Director Stock Option (right to buy)
2011-06-14+1,500→ 0 totalExercise: $11.83→ Common Stock (1,500 underlying) - Other
Director Stock Option (right to buy)
2011-06-14+1,500→ 0 totalExercise: $12.04→ Common Stock (1,500 underlying) - Other
Director Stock Option (right to buy)
2011-06-14+1,500→ 0 totalExercise: $4.15→ Common Stock (1,500 underlying) - Other
Director Stock Option (right to buy)
2011-06-14+1,500→ 0 totalExercise: $17.07→ Common Stock (1,500 underlying) - Other
Director Stock Option (right to buy)
2011-06-14+1,500→ 0 totalExercise: $8.12→ Common Stock (1,500 underlying)
Footnotes (4)
- [F1]At a special meeting of stockholders held on June 14, 2011 (the "Special Meeting"), the stockholders of Caraco Pharmaceutical Laboratories, Ltd. ("Caraco") voted to approve and adopt the Agreement and Plan of Merger, dated as of February 21, 2011 (the "Merger Agreement"), by and among Sun Pharmaceutical Industries Limited ("Sun Pharma"), Sun Pharma Global, Inc. ("Sun Global"), Sun Laboratories, Inc. ("Sun Laboratories") and Caraco. Immediately following the approval and adoption, on June 14, 2011, Sun Laboratories was merged (the "Merger") with and into Caraco, with Caraco as the surviving corporation. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), all shares of common stock that, immediately prior to the Effective Time were subject to vesting restrictions are forfeited without payment of consideration. (Continued in footnote 2)
- [F2]Accordingly, the 5,000 shares of restricted stock granted to Mr. Manney on September 14, 2010 were forfeited immediately prior to the effective time of the merger, without payment of consideration. In addition, at the Effective Time, each outstanding option to acquire shares of common stock of Caraco, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the excess, if any of the merger consideration of $5.25 per share over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option as of the Effective Time. (Continued in footnote 3)
- [F3]Also, pursuant to the Merger Agreement, as of the Effective Time, each share of common stock of Caraco issued and outstanding immediately prior to the Effective Time (other than shares of common stock held by Sun Pharma and Sun Global, and shares held by dissenting stockholders) was converted into the right to receive $5.25, without interest and subject to any applicable withholding taxes. (Continued in footnote 4)
- [F4]Each share, including those held by dissenting stockholders, not held by Sun Pharma or Sun Global was then automatically cancelled and ceases to exist. As a result of the Merger, all of Caraco's issued and outstanding common stock is owned by Sun Pharma and Sun Global. In addition, as a result of the Merger, Caraco's common stock ceased trading on the NYSE Amex as of the close of trading on June 14, 2011, and the NYSE Amex will file an application on Form 25 with the SEC to report that Caraco's common stock is no longer listed on the NYSE Amex. Caraco expects to file a Form 15 with the SEC to provide notice of the suspension of its duty to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended.
Documents
Issuer
CARACO PHARMACEUTICAL LABORATORIES LTD
CIK 0000887708
Entity typeother
Related Parties
1- filerCIK 0001283594
Filing Metadata
- Form type
- 4
- Filed
- Jun 15, 8:00 PM ET
- Accepted
- Jun 16, 9:25 PM ET
- Size
- 25.6 KB