Page 4 of 12 – SEC Filing
| CUSIP No. 038505400 | SCHEDULE 13D | Page 4 of 12 |
Item 2. Identity and Background
Item 2 of this Schedule 13D is amended and restated as follows:
(a) through (c), (f)
This
Schedule 13D is being filed by Grifols, S.A., a company organized under the laws of Spain (Grifols), and Grifols Worldwide Operations Limited, a company organized under the laws of Ireland and a wholly-owned subsidiary of Grifols
(Grifols Worldwide and, together with Grifols, the Reporting Persons). The address of the principal office of Grifols is Avinguda de la Generalitat, 152-158, Parc de Negocis Can Sant Joan, Sant Cugat del Valles
08174, Barcelona, Spain, and of Grifols Worldwide is Grange Castle Business Park, Grange Castle, Clondalkin, Dublin 22, Ireland. Grifols is a global healthcare company and leading producer of plasma protein therapies. Grifols researches, develops,
manufactures and markets plasma derivatives, IV therapy, enteral nutrition, diagnostic systems and medical materials. Grifols Worldwide is engaged in the packaging, labeling, storage, distribution, manufacture and development of pharmaceutical
products and the rendering of financial services to Grifols and its owned or controlled companies.
Attached as Schedule A hereto,
and incorporated by reference herein, is a chart setting forth the name, business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such
employment is conducted) and citizenship of each director and executive officer of each of Grifols and Grifols Worldwide (collectively, the Schedule A Persons).
(d) and (e)
During the last five
years, neither Grifols, Grifols Worldwide nor to the knowledge of Grifols and Grifols Worldwide, any of the Schedule A Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount
of Funds or Other Consideration
Item 3 of this Schedule 13D is amended and supplemented as follows:
On April 26, 2016, pursuant to the Convertible Notes Purchase Agreement (as defined in Item 4), Grifols Worldwide purchased
$19,950,000 aggregate principal amount of 9% senior convertible notes due 2021 issued by the Issuer for cash consideration of $19,950,000. Grifols Worldwide used its cash on hand to make such payment.
The information set forth in Item 4 of this Amendment No. 1 to the Schedule 13D is incorporated in this Item 3 by reference.
Item 4. Purpose of Transaction
Item 4 of
this Schedule 13D is amended and supplemented to add the disclosure under (and including) the heading Convertible Notes Purchase Agreement and Indenture. The disclosure under the heading Governance Agreement in Item 4 of
this Schedule 13D is amended and supplemented to add the disclosure under the heading Amendment to Governance Agreement.
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