425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions
Published on April 23, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): April 18,
2007
ACCESS
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its
charter)
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Delaware
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0-9314
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83-0221517
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2600
Stemmons Freeway, Suite 176
Dallas,
Texas
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75207
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(214)
905-5100
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(Former
name or former address, if changed since last
report)
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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 (see General Instruction A.2.
below):
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x
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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/
/
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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/
/
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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/
/
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Access Pharmaceuticals,
Inc (“Access”) filed a Current Report on Form 8-K with the Securities and
Exchange Commission on April 19, 2007 (the “Initial Filing”), relating to the
entry into a definitive merger agreement among Access and Somanta Acquisition
Corporation (“Merger Sub”), a wholly owned subsidiary of Access and a Delaware
corporation and Somanta Pharmaceuticals, Inc. (“Somanta”), Somanta Incorporated,
a Delaware corporation and a wholly owned subsidiary of Somanta and Somanta
Limited, a company organized under the laws of England and a wholly–owned
subsidiary of Somanta.
This Amendment No. 1 to the Initial Filing
on
Form 8-K/A is being filed solely to include the paragraphs under the headings
“Additional Information about the Merger and Where to Find It” and “Participants
in the Solicitation.” For the convenience of the reader, the registrant has
amended and restated the Initial Filing in its entirety except for the
inclusion
of the foregoing paragraphs. Except as set forth above, no other changes
are
being made to the Initial Filing.
Item 1.01. Entry into
a Material Definitive Agreement
On April 18, 2007, Access Pharmaceuticals, Inc., a Delaware corporation (“Access”), Somanta Acquisition Corporation (“Merger Sub”), a wholly owned subsidiary of Access and a Delaware corporation, and Somanta Pharmaceuticals, Inc., a Delaware corporation (“Somanta”), Somanta Incorporated, a Delaware corporation and a wholly-owned Subsidiary of Somanta, and Somanta Limited, a company organized under the laws of England and a wholly-owned Subsidiary of Somanta Incorporated entered into an Agreement and Plan of Merger (the “Merger Agreement”), as announced in the attached joint press release dated April 19, 2007. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Somanta, with Somanta continuing as the surviving corporation and becoming a wholly owned subsidiary of Access (the “Merger”). The Board of Directors of Access has unanimously approved the Merger and the Merger Agreement.
On April 18, 2007, Access Pharmaceuticals, Inc., a Delaware corporation (“Access”), Somanta Acquisition Corporation (“Merger Sub”), a wholly owned subsidiary of Access and a Delaware corporation, and Somanta Pharmaceuticals, Inc., a Delaware corporation (“Somanta”), Somanta Incorporated, a Delaware corporation and a wholly-owned Subsidiary of Somanta, and Somanta Limited, a company organized under the laws of England and a wholly-owned Subsidiary of Somanta Incorporated entered into an Agreement and Plan of Merger (the “Merger Agreement”), as announced in the attached joint press release dated April 19, 2007. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Somanta, with Somanta continuing as the surviving corporation and becoming a wholly owned subsidiary of Access (the “Merger”). The Board of Directors of Access has unanimously approved the Merger and the Merger Agreement.
In connection with the Merger, all of Somanta’s
common stock that is outstanding at the effective time of the Merger (the
“Effective Time”) will be converted into 500,000 shares of Access’ common stock.
No fractional shares of Access’s common stock will be issued as a result of the
Merger. In addition, all of Somanta’s preferred stock that is outstanding at the
effective time of the Merger (the “Effective Time”) will be converted into
1,000,000 shares of Access’ common stock. No fractional shares of Access’s
preferred stock will be issued as a result of the Merger.
At April 18, 2007, there were 15,459,137
shares
of Somanta common stock outstanding including 1,166,534 shares issuable
upon the
exercise of warrants that are expected to be exercised prior to the Effective
Timeand 591.6 shares of Somanta preferred shares outstanding. At April
18, 2004,
there were outstanding warrants to purchase 5,936,304 shares of Somanta
common
stock that are not expected to be exercised prior to the Effective Time
and are
expected to be converted into approximately 192,000 warrants (subject to
adjustment as provided in the Merger Agreement) to acquire Access’ common stock
at the Effective Time of the Merger.
The completion of the Merger is subject
to
various customary conditions, including obtaining the approval of the
Somanta
stockholders. The Merger is intended to qualify as a reorganization for
federal
income tax purposes.
The foregoing description of the Merger
Agreement is qualified in its entirety by reference to the full text
of the
Merger Agreement, which is attached to this Report as Exhibit 2.1 and
incorporated herein by reference. The Merger Agreement has been attached
to
provide investors with information regarding its terms. It is not intended
to
provide any other factual information about Access or Somanta. In particular,
the assertions embodied in the representations and warranties made
by Somanta in
the Merger Agreement are qualified by information in confidential disclosure
schedules provided by Somanta to Access in connection with the signing
of the
Merger Agreement. These disclosure schedules contain information that
modifies,
qualifies and creates exceptions to the representations and warranties
set forth
in the Merger Agreement. Moreover, certain representations and warranties
in the
Merger Agreement were used for the purpose of allocating risk between
Access and
Somanta rather than establishing matters as facts. Accordingly, you
should not
rely on the representations and warranties in the Merger Agreement
as
characterizations of the actual state of facts about Access or Somanta.
Additional Information about
the Merger
and Where to Find It
In connection with the proposed Merger,
Access
and Somanta intend to file relevant materials with the Securities and
Exchange
Commission (“SEC”), including a registration statement on Form S-4 that will
contain a prospectus and a proxy statement. Investors and security
holders of
Somanta are urged to read these materials when they become available
because
they will contain important information about Access, Somanta and the
Merger.
The proxy statement, prospectus and other relevant materials (when
they become
available), and any other documents filed by Access or Somanta with
the SEC, may
be obtained free of charge at the SEC's web site at www.sec.gov.
Investors and security holders are urged to read the proxy statement,
prospectus
and other relevant materials when they become available before making
any voting
or investment decision with respect to the Merger.
Participants in the
Solicitation
Access, Somanta and their respective
directors
and executive officers may be deemed to be participants in the solicitation
of
proxies from the stockholders of Somanta in connection with the proposed
transaction. Information regarding the special interests of these directors
and
executive officers in the merger transaction will be included in the
proxy
statement/prospectus referred to above. Additional information regarding
the
directors and executive officers of Access is also included in the
Access Annual
Report on Form 10-KSB for the year ended December 31, 2006 and in its
proxy
statement for its 2007 Annual Meeting of stockholders. Additional information
regarding the directors and executive officers of Somanta is included
in the
Somanta Annual Report on Form 10-KSB for the year ended April 30, 2006
and in
its proxy statement for its 2006 Annual Meeting of stockholders. These
documents
are available free of charge at the SEC's web site (www.sec.gov).
Item 8.01. Other Events
On April 19, 2007, Access issued a press release announcing that it entered
into a definitive agreement to acquire Somanta.
The full text of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated
herein
by reference.
Item 9.01. Financial Statements and Exhibits.
On April 19, 2007, Access issued a press release announcing that it entered
into a definitive agreement to acquire Somanta.
The full text of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated
herein
by reference.
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(d) Exhibits.
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, by
and
among Access Pharmaceuticals, Inc., Somanta Acquisition Corporation,
Somanta Pharmaceuticals, Inc., Somanta Incorporated and Somanta Limited,
dated April 18, 2007.
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99.1
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Press release issued by Access
Pharmaceuticals, Inc. and Somanta Pharmaceuticals, Inc. dated April
19,
2007.
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SIGNATURES
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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.
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ACCESS PHARMACEUTICALS, INC.
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By:
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/s/ Stephen B. Thompson
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Stephen B. Thompson
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Vice President, Chief Financial
Officer
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Date: April 20, 2007
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Exhibit Index
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, by
and
among Access Pharmaceuticals, Inc., Somanta Acquisition Corporation,
Somanta Pharmaceuticals, Inc., Somanta Incorporated and Somanta Limited,
dated April 18, 2007.
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99.1
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Press release issued by Access
Pharmaceuticals, Inc. and Somanta Pharmaceuticals, Inc. dated April
19,
2007.
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