-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G+OPLVDSbod0vLTNQJu4B3I571LC87yfDzlfq5PSu4zrW3rjdC0QnZC/KOiISp0g J+lkNICwjOKdxiqySipZSQ== 0000893220-05-001187.txt : 20050513 0000893220-05-001187.hdr.sgml : 20050513 20050513170059 ACCESSION NUMBER: 0000893220-05-001187 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050513 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050513 DATE AS OF CHANGE: 20050513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BONE CARE INTERNATIONAL INC CENTRAL INDEX KEY: 0001009405 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 391527471 STATE OF INCORPORATION: WI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27854 FILM NUMBER: 05830228 BUSINESS ADDRESS: STREET 1: 1600 ASPEN COMMONS CITY: MIDDLETON STATE: WI ZIP: 53562 BUSINESS PHONE: 608/662-7800 MAIL ADDRESS: STREET 1: 1600 ASPEN COMMONS CITY: MIDDLETON STATE: WI ZIP: 53562 8-K 1 w09115e8vk.htm FORM 8-K DATED MAY 13, 2005 e8vk
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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 13, 2005

Bone Care International, Inc.

(Exact name of registrant as specified in its charter)

         
Wisconsin   0-27854   39-1527471
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
1600 Aspen Commons, Suite 900
Middleton, Wisconsin
  53562
(Address of principal executive offices)   (Zip Code)

(608) 662-7800
(Registrant’s telephone number, including area code)

N/A

(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):

    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 (CFR 240.14a-12)
 
    o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (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))

 
 

 


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Item 8.01 Other Events
SIGNATURES


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Item 8.01 Other Events

     Bone Care International, Inc. (“Bone Care”) will hold a special meeting of its shareholders on June 30, 2005 to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of May 4, 2005, among Genzyme Corporation (“Genzyme”), Macbeth Corporation (“Macbeth”), a wholly-owned subsidiary of Genzyme, and Bone Care, which provides for merger of Macbeth with and into Bone Care and the conversion of each outstanding share of common stock of Bone Care (other than shares held by Bone Care or by Genzyme or any of its subsidiaries) into the right to receive $33.00 in cash, without interest.

     The time and place of the special meeting of shareholders will be announced at a later date.

     Bone Care will file with the Securities and Exchange Commission (the “SEC”), and furnish to its shareholders, a proxy statement soliciting proxies for the meeting of its shareholders to be called with respect to the proposed merger between Bone Care and Genzyme. BONE CARE SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO THEM BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Bone Care shareholders and other interested parties will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. Bone Care shareholders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bone Care International, 1600 Aspen Commons, Middleton, WI, 53562, telephone: 608-662-7800, or from Bone Care’s website, http://www.BoneCare.com.

     Bone Care and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from Bone Care shareholders with respect to the proposed merger. Information regarding the people who may be considered “participants” in the solicitation of proxies will be set forth in Bone Care’s proxy statement relating to the proposed merger when it is filed with the SEC. Information regarding certain of these people and their beneficial ownership of Bone Care common stock as of October 12, 2004 is also set forth in Bone Care’s proxy statement for its 2004 Annual Meeting of Shareholders, which was filed with the SEC on October 25, 2004.

            


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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly cased this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  BONE CARE INTERNATIONAL, INC.
 
 
Date: May 13, 2005  By:   /s/ Brian J. Hayden    
    Name:   Brian J. Hayden   
    Title:   VP Finance   
 

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