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): August 12, 2010
Emergent BioSolutions Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-33137
(Commission File Number)
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14-1902018
(IRS Employer
Identification No.) |
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2273 Research Boulevard, Suite 400, Rockville, Maryland
(Address of Principal Executive Offices)
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20850
(Zip Code) |
Registrants telephone number, including area code: (301) 795-1800
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):
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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))
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The following information was prepared in connection with Emergent BioSolutions Inc.s meeting with
employees of Trubion Pharmaceuticals, Inc. held on August 19, 2010 to provide an introduction to
Emergent.
Additional Information and Where to Find It
This communication is being made in connection with the proposed merger (the Merger) among
Emergent BioSolutions Inc. (Emergent), Trubion Pharmaceuticals, Inc. (Trubion) and certain of
Emergents direct and indirect wholly-owned subsidiaries. Emergent intends to file with the
Securities and Exchange Commission (the SEC) a registration statement on Form S-4, which will
contain a prospectus relating to the securities Emergent intends to issue in the proposed Merger.
Trubion intends to file a preliminary proxy statement in connection with the proposed Merger and to
mail a definitive proxy statement and other relevant documents to Trubions stockholders.
Stockholders of Emergent and Trubion and other interested persons are advised to read, when
available, the registration statement and Trubions preliminary proxy statement, and amendments
thereto, and definitive proxy statement in connection with Trubions solicitation of proxies for
the special meeting to be held to approve the Merger because these documents will contain important
information about Trubion, Emergent and the proposed Merger. The definitive proxy statement will be
mailed to stockholders as of a record date to be established for voting on the Merger.
Stockholders will also be able to obtain a copy of the documents filed with the SEC, without
charge, once available, at the SECs website at http://www.sec.gov or by directing a request to:
Emergent BioSolutions Inc., Attn: Investor Relations, 2273 Research Boulevard, Suite 400,
Rockville, Maryland 20850, or Trubion Pharmaceuticals, Inc., Attention: Investor Relations, 2401
4th Avenue, Suite 1050, Seattle, Washington, 98121.
Participants in Solicitation
Emergent, Trubion and their respective directors and officers may be deemed participants in the
solicitation of proxies from Trubions stockholders. Information regarding Emergents directors and
officers is available in Emergents proxy statement for its 2010 annual meeting of stockholders and
its 2009 annual report on Form 10-K, which were filed with the SEC and are available at the SECs
website at http://www.sec.gov. Information regarding Trubions directors and officers is available
in Trubions proxy statement for its 2010 annual meeting of stockholders and its 2009 annual report
on Form 10-K, which were filed with the SEC and are available at the SECs website at
http://www.sec.gov. Information regarding Trubions directors and officers will also be contained
in Trubions proxy statement in connection with the Merger when it becomes available. Emergents
and Trubions stockholders may obtain additional information about the interests of Trubions
directors and officers in the Merger by reading Trubions proxy statement when it becomes
available.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
See Exhibit Index attached to this Form 8-K, which is incorporated herein by reference.