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): August 1, 2011
ALKERMES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| PENNSYLVANIA
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1-14131
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23-2472830 |
| (State or Other Jurisdiction of
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(Commission
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(I.R.S. Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| 852 Winter Street |
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| Waltham, Massachusetts
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02451 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 609-6000
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ 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))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
On August 1, 2011, Alkermes, Inc. announced financial results for the first quarter of fiscal
2012. A copy of the press release is attached hereto as Exhibit 99.1. This information, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
In connection with
the announcement of Alkermes, Inc.’s first quarter fiscal year 2012 financial results, the expected
financial impact of the merger transaction with Elan Drug Technologies is discussed. This information is
set forth in the press release attached hereto as Exhibit 99.1.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell,
or the solicitation of an offer to sell, or the solicitation of an offer to subscribe for or buy, any
securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to or qualification under the securities laws of any such
jurisdiction. In connection with the proposed merger, on June 23, 2011, Antler Science Two Limited, to be
re-registered and renamed Alkermes plc, filed with the SEC a registration statement on Form S-4 (commission
file number 333- 175078) that includes a preliminary proxy statement of Alkermes and that also constitutes a
preliminary prospectus of Antler Science Two Limited regarding the proposed merger. After the registration
statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to
Alkermes’ shareholders in connection with the proposed merger. INVESTORS ARE URGED TO READ
CAREFULLY THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS RELATING TO THE MERGER FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT ALKERMES, EDT AND THE PROPOSED MERGER. You may obtain a copy of the
registration statement and the proxy statement/prospectus (when available) and other related documents
filed by Alkermes, Elan or EDT with the SEC regarding the proposed merger as well as other filings containing
information about Alkermes, Elan, EDT and the merger, free of charge, through the website maintained by the
SEC at http://www.sec.gov, by directing a request to Alkermes’ Investor Relations department at Alkermes, Inc.,
852 Winter Street, Waltham, Massachusetts 02451, Attn: Investor Relations or to Alkermes’ Investor Relations
department at (781) 609-6000 or by email to financial@alkermes.com. Copies of the proxy statement/prospectus
and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be
obtained, when available, without charge, from Alkermes’ website at http://www.alkermes.com under the heading
“Investor Relations” and then under the heading “SEC Filings.”
Participants in Solicitation
This communication is not a solicitation of a
proxy from any Alkermes shareholder. Alkermes and its directors, executive officers and certain other
members of management and employees may, however, be deemed to be participants in the solicitation of
proxies in respect of the proposed merger. Information regarding the persons who may, under the rules
of the SEC, be considered participants in the solicitation of proxies in respect of the proposed merger is
set forth in the preliminary proxy statement/prospectus filed with the SEC. You can find information
about Alkermes’ directors and executive officers in its Annual Report on Form 10-K/A filed with the SEC
on July 21, 2011. You can obtain free copies of these documents as described above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit |
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Description |
99.1
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Press release issued by Alkermes, Inc. dated August 1, 2011
announcing first quarter fiscal 2012 results. |