8-K 1 fmcextension8-k.htm 8-K Document

Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2018

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
350 Merrimack Street, Lawrence, MA
(Address of principal executive offices)
(Zip Code)

(978) 687-4700
(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)
o 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 1.01    Entry into a Material Definitive Agreement

On July 30, 2018, pursuant to the Agreement and Plan of Merger dated as of August 7, 2017 among Fresenius Medical Care Holdings, Inc. (“Fresenius”), NxStage Medical, Inc. ("NxStage") and Broadway Renal Services, Inc., a wholly-owned subsidiary of Fresenius (the "Merger Agreement"), Fresenius exercised its option to extend the end date of the Merger Agreement from August 7, 2018 to November 5, 2018. 
NxStage and Fresenius have been cooperating fully with the Federal Trade Commission to obtain clearance of the pending merger (the "Fresenius Merger").  NxStage continues to expect to close the Fresenius Merger in 2018. 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NxStage Medical, Inc.

By: /s/ Winifred L. Swan    
Winifred L. Swan
General Counsel    
Date: July 30, 2018