UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 2, 2007
Cytyc Prenatal Products Corp.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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0-20703
(Commission File Number)
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77-0054952
(IRS Employer Identification No.) |
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1240 Elko Drive, Sunnyvale, CA
(Address of Principal Executive Offices)
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94089
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (408) 745-0975
Adeza Biomedical Corporation
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Introduction
As previously disclosed, on February 11, 2007, Adeza Biomedical Corporation, a Delaware
corporation (the “Company”), Cytyc Corporation, a Delaware corporation (“Cytyc”), and Augusta
Medical Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Cytyc
(“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to
the Merger Agreement, Purchaser offered to purchase all of the shares of the Company’s common
stock, par value $0.001 per share (the “Shares”), for a price of $24.00 per Share, net to the
holder thereof, in cash (the “Offer Price”), upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated February 16, 2007 (the “Offer to Purchase”), and the related Letter
of Transmittal (which, together with the Offer to Purchase, as amended or supplemented, constitute
the “Offer”).
Upon the expiration of the subsequent offering period of the Offer at 12:00 midnight, New York
City time, on Friday, March 30, 2007, Purchaser owned or had accepted for payment 16,816,572 Shares, representing approximately 96% of the outstanding Shares. On April 2, 2007, pursuant to
the terms of the Merger Agreement, Purchaser merged with and into the Company (the “Merger”), with
the Company continuing as the surviving corporation and a wholly-owned subsidiary of Cytyc. In
connection with the Merger, the Company’s name was changed from “Adeza Biomedical Corporation” to
“Cytyc Prenatal Products Corp.”
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As a result of the Merger, the Company no longer fulfills the numerical listing requirements
of The NASDAQ Global Select Market. Accordingly, following completion of the Merger, the Company
notified The NASDAQ Stock Market and requested that the Shares be withdrawn from listing on The
NASDAQ Global Select Market prior to the open of trading on April 3, 2007. As a result, the Shares
will no longer be listed on The NASDAQ Global Select Market. The Company also intends to file with
the Securities and Exchange Commission (the “SEC”) a Certification on Form 15 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), requesting that the Common Stock be
deregistered and that the Company’s reporting obligations under Sections 13 and 15(d) of the
Exchange Act be suspended.
Item 8.01. Other Events.
Closing of the Merger
On April 2, 2007, pursuant to the terms of the Merger Agreement, Purchaser merged with and
into the Company, with the Company continuing as the surviving corporation and a wholly-owned
subsidiary of Cytyc. In connection with the Merger, the Company’s name was changed from “Adeza
Biomedical Corporation” to “Cytyc Prenatal Products Corp.”