8-K 1 v131422_8k.htm Unassociated Document
 
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):  November 11, 2008
 

 
Cellegy Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
0-26372
 
82-0429727
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
128 Grandview Road
Boyertown, PA
 
19512
(Address of Principal Executive Offices)
 
(Zip Code)
             
 
Registrant’s telephone number, including area code: (215) 529-6084
 
Same
(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)
 
 
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))
 

 
Item 1.01. Entry into a Material Definitive Agreement.
 
On February 12, 2008, Cellegy Pharmaceuticals, Inc., a Delaware corporation (“Cellegy”), entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), with Adamis Pharmaceuticals Corporation (“Adamis”), a Delaware corporation, and Cellegy Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Cellegy (“Merger Sub”), providing for the acquisition of Cellegy by Adamis. The Merger Agreement provides that Merger Sub will merge with and into Adamis, with Adamis becoming a wholly-owned subsidiary of Cellegy and the surviving corporation in the merger.

The Merger Agreement allows either Cellegy or Adamis to terminate the Merger Agreement if the merger has not been consummated by September 30, 2008. On November 11, 2008, Cellegy and Adamis agreed to extend the September 30, 2008 date to December 31, 2008. A copy of the Amendment is attached hereto as Exhibit 2.1.

Item 9.01.
Financial Statements and Exhibits.
 
(c)
Exhibits.
 
     
Exhibit No.
  
Description
   
2.1
  
Amendment to Agreement and Plan of Reorganization, dated as of November 11, 2008, by and between Cellegy Pharmaceuticals, Inc. and Adamis Pharmaceuticals Corporation.
 

 
SIGNATURE
 
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.
 
 
CELLEGY PHARMACEUTICALS, INC.
 
 
 
 
Date: November 12, 2008
By:
/s/ Robert J .Caso 
 
 
 
Robert J .Caso
 
 
 
Vice President, Finance and Chief Financial Officer
 
 
 
(Duly Authorized Officer)