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Form DEFA14A FEMALE HEALTH CO

June 3, 2016 11:33 AM EDT

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 3, 2016

 

 

THE FEMALE HEALTH COMPANY

 

(Exact name of registrant as specified in its charter)

 

 

 

Wisconsin

 

1-13602

 

39-1144397

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

I.D. Number)

 

515 North State Street Suite 2225

Chicago, Illinois

 

60654

(Address of Principal Executive Offices)   (Zip Code)

312-595-9123

 

(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 (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

A copy of a press release regarding a presentation by The Female Health Company (“FHC”) relating to the proposed merger transaction between FHC and Aspen Park Pharmaceuticals, Inc. (“APP”) is attached to this report as Exhibit 99.1.

Additional Information about the Proposed Transaction and Where You Can Find It

FHC plans to file a proxy statement with the SEC relating to a solicitation of proxies from its shareholders in connection with a special meeting of shareholders of FHC to be held for the purpose of voting on matters relating to the proposed transaction. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, FHC SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

The proxy statement and other relevant materials, and any other documents filed by FHC with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, shareholders of FHC may obtain free copies of the documents filed with the SEC by contacting FHC’s Chief Financial Officer at (312) 595-9123, or by writing to Chief Financial Officer, The Female Health Company, 515 North State Street, Suite 2225, Chicago, Illinois 60654.

Interests of Certain Participants in the Solicitation

FHC and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of FHC in favor of the proposed transaction. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

Exhibit 99.1 – Press Release, dated June 3, 2016.

 

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SIGNATURES

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.

 

    THE FEMALE HEALTH COMPANY
Date: June 3, 2016    
    BY   /s/ O.B. Parrish
          O.B. Parrish, Chief Executive Officer

 

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Exhibit 99.1

 

LOGO   Contacts:  

William R. Gargiulo, Jr.     231.526.1244

Michele Greco, CFO          312.595.9123

 

THE FEMALE HEALTH COMPANY TO PRESENT AT

LD MICRO INVITATIONAL INVESTOR CONFERENCE ON

TUESDAY, JUNE 7, 2016

CHICAGO (June 3, 2016) – The Female Health Company (FHC) (NASDAQ-CM: FHCO), manufacturer of the world’s leading female condom, the FC2, today announced that it will be presenting at the LD MICRO Invitational Investor Conference on Tuesday, June 7, 2016. The conference, which will be held at the Luxe Sunset Bel Air Hotel and located at 11461 Sunset Boulevard in Los Angeles, California, will feature 200 small/micro-cap companies and is expected to host more than 1,000 portfolio managers, research analysts and other investors.

The presentation by O. B. Parrish, Chief Executive Officer of FHC, and Mitch Steiner, MD, Chief Executive Officer and President of Aspen Park Pharmaceuticals, Inc., is scheduled for 8:30 a.m. Pacific Time (PT) on Tuesday, June 7, 2016. FHC has announced a proposed merger transaction with Aspen Park Pharmaceuticals. Management will be available during the day for one-on-one meetings. To schedule a meeting, please contact your LD MICRO representative or Eric Lahiji at [email protected].

About LD MICRO

LD MICRO is an investment newsletter firm that focuses on finding undervalued companies in the micro-cap space. Since 2002, the firm has published reports on select companies throughout the year. The firm also hosts the LD MICRO “Main Event” Investor Conference for investors in December of each year.

About The Female Health Company

The Female Health Company, based in Chicago, Illinois, manufactures and markets the FC2 Female Condom® (FC2). Since the Company began distributing FC2 in 2007, it has been shipped to 144 countries. The Company owns certain worldwide rights to the FC2 Female Condom®, including patents that have been issued in a number of countries around the world. The patents cover the key aspects of FC2, including its overall design and manufacturing process. The FC2 Female Condom® is the only currently available female-controlled product approved by FDA that offers dual protection against sexually transmitted infections, including HIV/AIDS, and unintended pregnancy. The World Health Organization (WHO) has cleared FC2 for purchase by U.N. agencies.

About Aspen Park Pharmaceuticals

Aspen Park Pharmaceuticals, Inc. is a privately held therapeutics company focused on the development and commercialization of pharmaceutical and consumer health products for men’s and women’s health and oncology. For men, product and product candidates are in the areas of benign prostatic hyperplasia, male infertility, amelioration of side effects of hormonal prostate cancer therapies, gout, sexual dysfunction, and prostate cancer. Aspen Park Pharmaceuticals is planning to launch in the United States the PREBOOST™ OTC product for treating premature ejaculation in Q4 of fiscal 2016. For women, product candidates are for advanced breast and ovarian cancers and for female sexual health. Aspen Park Pharmaceuticals has offices in New York City, New York. For more information on the PREBOOST™ OTC product visit www.preboost.com or for more information on APP visit www.aspenparkpharma.com.

 

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Additional Information about the Proposed Transaction and Where You Can Find It

FHC plans to file a proxy statement with the SEC relating to a solicitation of proxies from its shareholders in connection with a special meeting of shareholders of FHC to be held for the purpose of voting on matters relating to the proposed transaction. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, FHC SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

The proxy statement and other relevant materials, and any other documents filed by FHC with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, shareholders of FHC may obtain free copies of the documents filed with the SEC by contacting FHC’s Chief Financial Officer at (312) 595-9123, or by writing to Chief Financial Officer, The Female Health Company, 515 North State Street, Suite 2225, Chicago, Illinois 60654.

Interests of Certain Participants in the Solicitation

FHC and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of FHC in favor of the proposed transaction. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

For more information about the Female Health Company visit the Company’s website at http://www.femalehealth.com and http://www.femalecondom.org. If you would like to be added to the Company’s e-mail alert list, please send an e-mail to [email protected].

 

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