UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 event reported): October 24, 2013

Supernus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:  (301) 838-2500 

 

Not Applicable

(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):

[ ] 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))

 

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Item 1.01Entry Into a Material Definitive Agreement

On October 24, 2013, Supernus Pharmaceuticals, Inc. (the “Company”) entered into a supplemental indenture with U.S. Bank National Association, as Trustee and Collateral Agent, to conform the information included in the Indenture dated May 3, 2013, related to the Company’s 7.5% Convertible Senior Secured Notes due 2019, to information included in the Offering Memorandum dated April 25, 2013, in that the maximum number of shares the Company will deliver in connection with a conversion, including those delivered in connection with the Interest Make-Whole Amount, will not exceed 221.7294 shares per $1,000 principal amount of Notes, and not 188.7059 shares as currently stated in the Indenture.  The Company previously reported the conformed conversion rate in its Quarterly Report on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

Exhibit 4.1 – First Supplemental Indenture dated as of October 24, 2013 by and between Supernus Pharmaceuticals, Inc. and U.S. Bank National Association, as Trustee and Collateral Agent.

 

 

 

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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.

 

 

SUPERNUS PHARMACEUTICALS, INC.

 

 

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EXHIBIT INDEX

 

 

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FIRST SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE, dated as of October 24, 2013, to the Indenture (as defined below), is hereby entered into by and between Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), and U.S. Bank National Association, a national banking association (the “Trustee”) (this “Supplemental Indenture”).

RECITALS

WHEREAS, the Issuer has issued its 7.5% Convertible Senior Secured Notes due 2019 (the “Notes”) in the aggregate principal amount of $90,000,000 under and pursuant to the Indenture, dated as of May 3, 2013, by and between the Issuer and the Trustee (the “Indenture”).

WHEREAS, the Issuer has determined to enter into this Supplemental Indenture to cure a scrivener’s error the Issuer has identified in Section 11.01(c)(vi) of the Indenture and to conform such information to the information included in the “Description of Notes” Section of the Offering Memorandum of the Issuer dated April 25, 2013, in that the maximum number of shares the Issuer will deliver in connection with a conversion, including those delivered in connection with the Interest Make-Whole Amount, will not exceed 221.7294 shares per $1,000 principal amount of Notes, and not 188.7059 shares as currently stated in the Indenture.

WHEREAS, pursuant to Section 10.01(b) of the Indenture, the Issuer and the Trustee may enter into this Supplemental Indenture without the consent of any holder of the Notes to conform the terms of the Indenture to the “Description of Notes” Section of the Offering Memorandum. 

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

Notwithstanding the foregoing, in no event will the shares of Common Stock the Company delivers in connection with a conversion, including those delivered in connection with the Interest Make-Whole Amount, exceed 221.7294 shares per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate pursuant to Section 11.05 (the “Maximum Conversion Rate”).  If, pursuant to the Company’s election to deliver Common Stock in connection with the settlement of the Interest Make-Whole Amount, it would be required to deliver an aggregate number of shares of Common Stock in excess of such threshold, the Company shall deliver cash in lieu of any shares of its Common Stock otherwise deliverable upon conversions in excess of such limitations (based on the simple

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average of the Daily VWAP for the 10 Trading Days ending on and including the Trading Day immediately preceding the Conversion Date).

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the date first written above.

SUPERNUS PHARMACEUTICALS, INC.,
as Issuer

By:  /s/ Jack A. Khattar______________________                      

      Name: Jack A. Khattar

      Title:   President, Chief Executive Officer and Secretary

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U.S. BANK NATIONAL ASSOCIATION
as Trustee

By:  /s/ Alison D.B. Nadeau____________
      Name:  Alison D.B. Nadeau
      Title:   Vice President

 

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