UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~Earliest ~~event~~Event ~~reported~~Reported): ~~September 5~~December 17, 2019

Spark Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36819	46-2654405
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~IRS~~I.R.S. Employer Identification No.)
3737 Market Street Suite 1300 Philadelphia, PA		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 772-7560

~~(Former~~Not ~~Name or Former Address, if Changed Since Last Report)~~Applicable

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~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)

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

ONCE

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.07. Submission of Matters to a Vote of Security Holders.~~Note

OnAs ~~September~~previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 525, 2019, Spark Therapeutics, Inc., a Delaware corporation (the “Company” or “Spark”), ~~held~~entered ~~its~~into ~~previously~~an ~~announced~~Agreement ~~Annual~~and ~~Meeting~~Plan of ~~Stockholders~~Merger, dated as of February 22, 2019 (as amended, the “~~Meeting~~Merger Agreement”), atwith ~~which~~Roche Holdings, Inc., a ~~quorum~~Delaware ~~was~~corporation ~~present~~(“Parent” or “Roche Holdings”), and 022019 Merger Subsidiary, Inc., Ata Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the ~~Meeting~~Merger Agreement, Parent caused Merger Sub to conduct a tender offer (the ~~stockholders~~“Offer”) for all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of the Company ~~voted~~at a price of $114.50 per Share (the “Offer Price”), net to the seller in cash, without interest and subject to any applicable withholding of taxes, and on the ~~following~~terms ~~three~~and ~~proposals:~~conditions set forth in the Merger Agreement.

1The Offer expired at 5:00 p.m., ~~The~~New ~~following~~York ~~nominees~~City ~~were~~time, ~~elected~~on toDecember 16, ~~the~~2019. ~~Company’s~~Citibank, ~~Board~~N.A., ofin ~~Directors~~its capacity as depositary for the Offer (the “~~Board~~Depositary”), advised that, as ~~Class I~~of ~~directors~~the expiration of the Offer, a total of 23,276,342 Shares (excluding Shares with respect to which notices of guaranteed delivery were delivered and for ~~terms~~which ~~expiring~~certificates atwere not yet delivered) were validly tendered and not validly withdrawn pursuant to the ~~2022~~Offer, ~~annual~~representing ~~meeting~~approximately 60.4% of ~~stockholders~~the Shares outstanding as of the expiration of the Offer. ~~The~~In ~~votes~~addition, ~~cast~~the atDepositary has advised that Notices of Guaranteed Delivery have been delivered with respect to approximately 6,470,331 Shares that have not yet been tendered, representing approximately 16.8% of the ~~Meeting~~outstanding Shares. Each condition to the Offer was satisfied or waived, and Merger Sub irrevocably accepted for payment all Shares that were asvalidly ~~follows:~~tendered and not withdrawn.

• On December 17, 2019, following consummation of the ~~election~~Offer, Merger Sub merged with and into the Company (the “Merger”). The Merger was completed pursuant to Section 251(h) of ~~Anand~~the ~~Mehra~~General Corporation Law of the State of Delaware (the “DGCL”), Mwith no vote of the Company’s stockholders required to consummate the Merger.D. At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than Shares held by the Company as atreasury ~~Class~~stock, Ior ~~director~~owned -by 17Roche,~~618~~ Merger Sub or any of their or the Company’s direct or indirect subsidiaries,~~388~~ ~~shares~~or ~~voted~~held ~~for~~by stockholders who are entitled to demand, and 4who have properly demanded and have neither withdrawn nor lost,~~889~~ appraisal rights under Delaware law),~~734~~ ~~shares~~was ~~withheld~~converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest and subject to any required tax withholding.

•Immediately Onprior to the ~~election~~Effective Time, except as provided in the Merger Agreement, each compensatory option to purchase Company common stock, whether vested or unvested, outstanding and unexercised immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (subject to any applicable withholding) equal to the product of ~~Robert~~(i) the Jexcess, if any, of the Offer Price over the per share exercise price applicable to such option, multiplied by (ii) the number of shares of the Company common stock issuable upon exercise of such option. ~~Perez~~Immediately prior to the Effective Time, except as aprovided ~~Class~~in Ithe ~~director~~Merger -Agreement, 17each compensatory restricted stock unit of the Company,~~377~~ whether vested or unvested,~~622~~ ~~shares~~outstanding ~~voted~~immediately ~~for~~prior to the Effective Time was cancelled and 5converted into the right to receive the Offer Price (subject to any applicable withholding). Immediately prior to the Effective Time,~~130,500~~ ~~shares~~all ~~withheld~~outstanding compensatory restricted stock awards were deemed vested and cancelled and converted into the right to receive the Offer Price (subject to any applicable withholding).

•The Onforegoing summary of the ~~election~~Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of ~~Lota~~the ~~Zoth~~Merger Agreement attached as aExhibit 2.1 ~~Class~~to Ithe ~~director~~Current Report on Form 8-K ~~17,609,127~~filed ~~shares~~by ~~voted~~the ~~for~~Company ~~and~~on 4February 25,~~898,995~~ ~~shares~~2019 ~~withheld~~and incorporated herein by reference.

~~There~~Item ~~were~~1.02 ~~2,345,454~~Termination ~~broker~~of ~~non-votes~~a ~~for~~Material ~~this~~Definitive ~~proposal.~~ Agreement

2.Effective Aas ~~non-binding~~of December 17, ~~advisory~~2019 ~~proposal~~and oncontingent upon the ~~compensation~~consummation of the Merger, the Company’s ~~named~~terminated ~~executive~~the ~~officers~~Spark ~~was~~Therapeutics, ~~approved~~Inc. ~~The~~2015 ~~votes~~Employee ~~cast~~Stock atPurchase ~~the~~Plan ~~Meeting~~(and ~~were~~any assubplans ~~follows: 22~~thereunder),~~243,970~~ ~~shares~~the ~~voted~~Spark ~~for~~Therapeutics, ~~118,046~~Inc. ~~shares~~2015 ~~voted~~Stock ~~against~~Incentive Plan and ~~146,106~~the ~~shares~~Spark ~~abstained. There were 2~~Therapeutics,~~345,454~~ ~~broker~~Inc. ~~non-votes~~2014 ~~for~~Stock ~~this~~Incentive ~~proposal~~Plan.

3Item 2.01 ~~The~~Completion ~~appointment~~ of ~~KPMG~~Acquisition ~~LLP~~or asDisposition ~~the~~of independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019 was ratified. The votes cast at the Meeting were as follows: 24,666,398 shares voted for, 63,953 shares voted against and 123,225 shares abstained. There were zero broker non-votes for this proposal. Assets

As described in the Introductory Note above, on December 17, 2019, Merger Sub irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date. On December 17, 2019, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company’s stockholders required to consummate the Merger. Upon the consummation of the Merger, Spark became a wholly owned subsidiary of Roche Holdings.

The aggregate consideration paid by Merger Sub in the Offer and Merger to purchase all outstanding Shares (other than the Shares owned by Roche Holdings and its affiliates) and other equity-based interests of Spark pursuant to the Offer and the Merger, was approximately $4.8 billion. Roche Holdings provided Merger Sub with the necessary funds to fund the Offer and the Merger from its cash on hand.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the consummation of the Merger, the Company (i) notified The Nasdaq Stock Market (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (x) halt trading in the Shares on December 17, 2019, prior to market open, and suspend trading of the Shares effective as of the close of trading on December 17, 2019 and (y) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03

Material Modification to Rights of Security Holders

The information contained in the Introductory Note and Items 1.02, 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant

Upon the Effective Time, Spark became a wholly owned subsidiary of Roche Holdings. The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Effective Time of the Merger, the following individuals resigned as members of the board of directors (or similar governing body) of Spark and its subsidiaries, and from all committees of the board of directors (or similar governing body) of Spark and its subsidiaries: Steven M. Altschuler, Lars G. Ekman, M.D., Ph.D., Katherine A. High, M.D., Jeffrey D. Marrazzo, Anand Mehra, M.D., Vincent J. Milano, Robert J. Perez, Elliott Sigal, M.D., Ph.D. and Lota Zoth, CPA.

Effective immediately following the resignations described above, Bruce Resnick and Sean Johnston were appointed as the directors of Spark.

Also at the Effective Time of the Merger, the Company entered into a separation and release agreement with each of Stephen Webster and Daniel R. Faga, entitling each executive officer to severance benefits in accordance with their respective existing Employment Agreements, dated January 16, 2015 and May 2, 2016, respectively.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.

Copies of the Amended and Restated Certificate of Incorporation and Bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

	2.1	Agreement and Plan of Merger by and among Spark Therapeutics, Inc., Roche Holdings, Inc. and 022019 Merger Subsidiary, Inc., dated February 22, 2019 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Spark Therapeutics, Inc. on February 25, 2019).

	3.1	Amended and Restated Certificate of Incorporation of the Company (filed herewith).

	3.2	Bylaws of the Company (filed herewith).

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

SPARK THERAPEUTICS, INC.

Date: September 5, 2019

/s/ Joseph W. La Barge

Dated: December 17, 2019

/s/ Joseph W. La Barge

Joseph W. La Barge Chief Legal Officer

Joseph W. La Barge

Chief Legal Officer

Filing Compare · Spark Therapeutics, Inc.