Current Report Filing (8-k)
10 Mayo 2013 - 3:23PM
Edgar (US Regulatory)
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): May 9, 2013
TRANS1 INC.
(Exact name of registrant as specified in
its charter)
Delaware |
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001-33744 |
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33-0909022 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
110 Horizon Drive, Suite 230
Raleigh, North Carolina 27615
(Address of principal executive offices)
(Zip Code)
(919) 800-0020
(Registrant’s telephone number, including
area code)
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:
| o | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ý | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240. 13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On May 9, 2013, TranS1 Inc. (the “Company”)
issued a press release to report its operating results for the first quarter ended March 31, 2013. The release is furnished herewith
as Exhibit 99.1 and incorporated herein by reference.
Also on May 9, 2013, following the issuance
of the press release referred to above, the Company conducted a conference call to discuss the financial results for the first
quarter ended March 31, 2013 on which the pending merger with Baxano, Inc. (the “Merger”) and the related private placement
transaction (the “Private Placement Transaction”) were also discussed. A copy of the transcript of the conference call
is furnished herewith as Exhibit 99.2 and incorporated herein by reference.
The information in this Item 2.02, including
Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statement
The Merger and Private Placement Transaction
discussed above involve the sale of securities in a private transaction that will not be registered under the Securities Act and
will be subject to the resale restrictions under that act. Such securities may not be offered or sold absent registration or an
applicable exemption from registration requirements. This communication does not constitute an offer to sell or a solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Additional Information and Where to Find It
This communication may be deemed to be
solicitation material in respect of the Merger and Private Placement Transaction described in the definitive proxy statement on
Schedule 14A filed by TranS1 on May 9, 2013. TranS1 may file other documents regarding the Merger and Private Placement Transaction
described in this communication with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED BY THE COMPANY ON MAY 9, 2013, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER AND PRIVATE PLACEMENT TRANSACTION. The definitive proxy statement will be mailed to stockholders on
or about May 14, 2013. Stockholders may obtain, without charge, a copy of the definitive proxy statement and other documents the
Company files with the SEC from the SEC’s website at www.sec.gov. The definitive proxy statement and other relevant documents
are also available, without charge, by directing a request by mail or telephone to TranS1 Inc., Attn: Corporate Secretary, 110
Horizon Drive, Suite 230, Raleigh, NC 27615, by calling the Company at (866) 256-1206, by emailing the Company at merger@trans1.com,
or the Company’s website, www.trans1.com.
The Company and its directors, executive
officers, certain members of management, and employees may have interests in the Merger or Private Placement Transaction or be
deemed to be participants in the solicitation of proxies of the Company’s stockholders to approve the issuance of the Company’s
stock in connection with the Merger and Private Placement Transaction. Stockholders may obtain additional information regarding
the participants and their interests in the solicitation by reading the definitive proxy statement on Schedule 14A filed by the
Company on May 9, 2013.
| Item 9.01 | Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
99.1 |
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Press release, dated May 9, 2013. |
99.2 |
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Conference call transcript, dated May 9, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities
and 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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TRANS1 INC. |
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Date: May 10, 2013 |
By: |
/s/ Joseph P. Slattery |
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Joseph P. Slattery |
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Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1 |
|
Press release, dated May 9, 2013. |
99.2 |
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Conference call transcript, dated May 9, 2013. |
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