0001140361-11-033284.txt : 20110616 0001140361-11-033284.hdr.sgml : 20110616 20110616212548 ACCESSION NUMBER: 0001140361-11-033284 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110614 FILED AS OF DATE: 20110616 DATE AS OF CHANGE: 20110616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANNEY TIM CENTRAL INDEX KEY: 0001283594 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31773 FILM NUMBER: 11916699 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARACO PHARMACEUTICAL LABORATORIES LTD CENTRAL INDEX KEY: 0000887708 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382505723 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 1150 ELIJAH MCCOY DR CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3138718400 MAIL ADDRESS: STREET 1: 1150 ELIJAH MCCOY DRIVE CITY: DETROIT STATE: MI ZIP: 48202 4 1 doc1.xml FORM 4 X0303 4 2011-06-14 1 0000887708 CARACO PHARMACEUTICAL LABORATORIES LTD CPD 0001283594 MANNEY TIM 1000 TOWN CENTER, SUITE 700 SOUTHFIELD MI 48075 1 0 0 0 Common Stock 2011-06-14 4 J 0 5000 D 10000 D Common Stock 2011-06-14 4 J 0 10000 D 0 D Director Stock Option (right to buy) 4.75 2011-06-14 4 J 0 1500 0 A Common Stock 1500 0 D Director Stock Option (right to buy) 4.15 2011-06-14 4 J 0 1500 0 A Common Stock 1500 0 D Director Stock Option (right to buy) 17.07 2011-06-14 4 J 0 1500 0 A Common Stock 1500 0 D Director Stock Option (right to buy) 12.04 2011-06-14 4 J 0 1500 0 A Common Stock 1500 0 D Director Stock Option (right to buy) 11.83 2011-06-14 4 J 0 1500 0 A Common Stock 1500 0 D Director Stock Option (right to buy) 8.12 2011-06-14 4 J 0 1500 0 A Common Stock 1500 0 D At a special meeting of stockholders held on June 14, 2011 (the "Special Meeting"), the stockholders of Caraco Pharmaceutical Laboratories, Ltd. ("Caraco") voted to approve and adopt the Agreement and Plan of Merger, dated as of February 21, 2011 (the "Merger Agreement"), by and among Sun Pharmaceutical Industries Limited ("Sun Pharma"), Sun Pharma Global, Inc. ("Sun Global"), Sun Laboratories, Inc. ("Sun Laboratories") and Caraco. Immediately following the approval and adoption, on June 14, 2011, Sun Laboratories was merged (the "Merger") with and into Caraco, with Caraco as the surviving corporation. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), all shares of common stock that, immediately prior to the Effective Time were subject to vesting restrictions are forfeited without payment of consideration. (Continued in footnote 2) Accordingly, the 5,000 shares of restricted stock granted to Mr. Manney on September 14, 2010 were forfeited immediately prior to the effective time of the merger, without payment of consideration. In addition, at the Effective Time, each outstanding option to acquire shares of common stock of Caraco, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the excess, if any of the merger consideration of $5.25 per share over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option as of the Effective Time. (Continued in footnote 3) Also, pursuant to the Merger Agreement, as of the Effective Time, each share of common stock of Caraco issued and outstanding immediately prior to the Effective Time (other than shares of common stock held by Sun Pharma and Sun Global, and shares held by dissenting stockholders) was converted into the right to receive $5.25, without interest and subject to any applicable withholding taxes. (Continued in footnote 4) Each share, including those held by dissenting stockholders, not held by Sun Pharma or Sun Global was then automatically cancelled and ceases to exist. As a result of the Merger, all of Caraco's issued and outstanding common stock is owned by Sun Pharma and Sun Global. In addition, as a result of the Merger, Caraco's common stock ceased trading on the NYSE Amex as of the close of trading on June 14, 2011, and the NYSE Amex will file an application on Form 25 with the SEC to report that Caraco's common stock is no longer listed on the NYSE Amex. Caraco expects to file a Form 15 with the SEC to provide notice of the suspension of its duty to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended. Fred B. Green as attorney-in-fact 2011-06-16