UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
JAVELIN PHARMACEUTICALS, INC.
(Name of Subject Company)
JAVELIN PHARMACEUTICALS, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
471894105
(CUSIP Number of Class of Securities)
Martin J. Driscoll
Chief Executive Officer
Javelin Pharmaceuticals, Inc.
125 CambridgePark Drive
Cambridge, MA 02140
(617) 349-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Paul M. Kinsella, Esq.
Marc A. Rubenstein, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
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Check the box if the filing relates solely to
preliminary communications made before the commencement
of a tender offer.
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TABLE OF CONTENTS
Purpose of the Amendment
This Amendment No. 8 (“Amendment No. 8”) amends the Solicitation/Recommendation Statement on
Schedule 14D-9, as originally filed with the Securities and Exchange Commission (“SEC”) on April
22, 2010 and as amended by Amendment No. 1 filed with the SEC on May 11, 2010, Amendment No. 2
filed with the SEC on May 19, 2010, Amendment No. 3 filed with the SEC on May 24, 2010, Amendment
No. 4 filed with the SEC on June 3, 2010, Amendment No. 5 filed with the SEC on June 7, 2010,
Amendment No. 6 filed with the SEC on June 11, 2010, and Amendment No. 7 filed with the SEC on June
17, 2010 (the “Schedule 14D-9”) by Javelin Pharmaceuticals, Inc., a Delaware corporation (the
“Company” or “Javelin”). The Schedule 14D-9 and this Amendment No. 8 relate to the tender offer by
Discus Acquisition Corp., a Delaware corporation (“Offeror”), a wholly-owned subsidiary of Hospira,
Inc., a Delaware corporation (“Hospira”), to purchase all of the outstanding shares of common stock
of the Company, par value $0.001 per share (the “Shares”), at a purchase price of $2.20 per Share,
net to the selling stockholders in cash, without interest thereon and less any required withholding
taxes upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April
21, 2010 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with
the Offer to Purchase, constitutes the “Offer”). The Offer is described in a Tender Offer Statement
on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”), filed by Hospira
and Offeror with the SEC on April 21, 2010. The Offer to Purchase and related Letter of
Transmittal were filed as Exhibits (a)(2) and (a)(3), respectively, to the Schedule 14D-9.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 17,
2010, by and among Hospira, Offeror and the Company, pursuant to which, following the satisfaction
or waiver of certain conditions and the consummation of the Merger, Offeror will be merged with and
into the Company and the Company, as the surviving corporation, will be a wholly-owned subsidiary
of Hospira.
Capitalized terms used, but not otherwise defined, in this Amendment No. 8 shall have the
meanings given in the Schedule 14D-9. All information in the Schedule 14D-9 is incorporated by
reference in this Amendment No. 8, except that such information is hereby amended to the extent
specifically provided herein.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding Item 8(p) as follows:
“
(p) Expiration of Offering Period; Completion of Offer.
On July 1, 2010, Javelin and Hospira each issued a press release announcing the successful
completion of the Offer. According to Computershare Trust Company, N.A., the depositary for the
Offer, as of the expiration of the offering period at 12:00 midnight, New York City time, at the
end of Wednesday, June 30, 2010, a total of 51,346,299 Shares were validly tendered to Offeror and
not withdrawn, representing approximately 79.16% of the Shares outstanding. Offeror has accepted
for payment all Shares that were validly tendered during the offering period, and payment for such
Shares will be made promptly, in accordance with the terms of the Offer.
In accordance with the Merger Agreement, Offeror intends to exercise its “top-up” option to
increase its share ownership percentage of Javelin shares through the purchase from Javelin of
newly issued shares of Javelin common stock at the same $2.20 per share paid in the Offer in order
to allow Hospira to effect a short-form merger under Delaware law.
Hospira has indicated that it intends to promptly complete the acquisition of Javelin through
a short-form merger under Delaware law, without the need for a Javelin shareholder vote or meeting,
as soon as practicable, with the completion of the Merger anticipated to occur on or about July 2,
2010. As a result of the Merger, any remaining outstanding Shares (other than (1) Shares owned by
Hospira, Offeror or Javelin or any direct or indirect wholly owned subsidiary of Hospira or
Javelin, including all Shares held by Javelin as treasury stock, or (2) Shares that are held by any
stockholder who is entitled to demand and properly demands appraisal pursuant to Section 262 of the
DGCL) will be converted into the right to receive the offer price of $2.20 in cash paid in the
Offer, without interest and less any required withholding taxes. Upon completion of the Merger,
Javelin will be a wholly owned