INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” the information we file with it which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC (other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after (i) the date of the initial registration statement and prior to the effectiveness of the registration statement, and (ii) the date of this prospectus and before the completion of the offerings of the securities included in this prospectus. · Our annual report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 22, 2018 (File No. 001-12584); · Our current reports on Form 8-K (File No. 001-12584) filed with the SEC on January 8, 2018, March 7, 2018; April 23, 2018 and May 7, 2018; · Our definitive proxy statement on Schedule 14A filed with the SEC on July 18, 2017 (File No. 001-12584); and · The description of our common stock set forth in our registration statement on Form 8-A12B, filed with the SEC on June 20, 2007 (File No. 000-12584). You may obtain, free of charge, a copy of any of these documents (other than exhibits to these documents unless the exhibits are specifically incorporated by reference into these documents or referred to in this prospectus) by writing or calling us at the following address and telephone number: Synthetic Biologics, Inc., 0000 Xxxxxxx Xxxxxx Xxxxx, Xxx. 000, Xxxxxxxxx, Xxxxxxxx 00000. Our telephone number is (000) 000-0000.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this prospectus, and the information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into this prospectus the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering shall be deemed to be incorporated by reference into the prospectus. Any statement contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents previously filed by the Company with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference: · The Company’s Annual Report on Form 10-K for the year ended July 31, 2005 filed with the Commission on October 31, 2005; · The Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2005 filed with the Commission on December 15, 2005; · The Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2006 filed with the Commission on March 16, 2006; · The Company’s amended Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarter ended October 31, 2004 filed with the Commission on October 31, 2005; · The Company’s amended Quarterly Report on Form 10-Q/A (Amendment No. 3) for the quarter ended January 31, 2005 filed with the Commission on October 31, 2005; · The Company’s amended Quarterly Report on Form 10-Q/A (Amendment No. 2) for the quarter ended April 30, 2005 filed with the Commission on October 31, 2005; · The Registrant’s Current Reports on Form 8-K, as filed with the Commission on August 2, 2005, August 5, 2005, August 30, 2005, September 30, 2005, October 13, 2005, October 31, 2005, November 14, 2005, November 17, 2005, November 23, 2005, December 2, 2005, December 6, 2005, December 8, 2005, December 15, 2005 (but specifically not incorporating by reference herein the Form 8-K filed on December 15, 2005 announcing the Company’s earnings for the quarter ended October 31, 2005), February 1, 2006, March 2, 2006 and April 18, 2006; · The Company’s amended Current Report on Form 8-K/A (Amendment No. 2) filed with the Commission on August 2, 2005; and · the description of the Common Stock, par value $.001 per share, of the Company and the common stock purchase rights, which is incorporated by reference into the Company’s registration statement on Form 8-A, filed with the Commission on July 6, 2004, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any amendment or report filed for the purpose of updating such description. In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference into this Memorandum and to be a part hereof from the d...
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. BUSINESS OF APY APY is a non-insurance holding company organized as a Delaware corporation in 1992 to hold all of the outstanding shares of Hanover. APY, through its primary insurance operating subsidiaries, Hanover and Citizens Insurance Company of America ("Citizens Insurance"), is engaged in the business of underwriting personal and commercial property and casualty insurance. Personal automobile coverage insures individuals against losses incurred from personal bodily injury, bodily injury to third parties, property damage to an insured's vehicle, and property damage to other vehicles and other property. Homeowners coverage insures individuals for losses to their residences and personal property, such as those caused by fire, wind, hail, water damage (except for flooding), theft and vandalism, and against third party liability claims. Commercial automobile coverage insures businesses against losses incurred form personal bodily injury, bodily injury to third parties, property damage to an insured's vehicle, and property damage to other vehicles and other property. Workers' compensation coverage insures employers against employee medical and indemnity claims resulting from injuries related to work. Workers' compensation policies are often written in conjunction with other commercial policies. 56 Commercial multiple peril coverage insures businesses against third party liability from accidents occurring on their premises or arising out of their operations, such as injuries sustained from products sold. It also insures business property for damage, such as that caused by fire, wind, hail, water damage (except for flooding), theft and vandalism. Both Hanover and Citizens Insurance also offer a variety of other products, such as inland marine, fire, and fidelity and surety insurance. APY provides self-insurance administration services for individual and group risks and writes excess reinsurance coverage for the self-insurance programs it administers through its wholly-owned subsidiary, Citizens Management, Inc. Through its insurance subsidiaries, the Company is licensed to sell property and casualty insurance in all fifty states in the United States, as well as the District of Columbia and all provinces of Canada, except Xxxxxx Xxxxxx Island. Hanover's business is concentrated in the Northeast, primarily Massachusetts, New York, New Jersey and Maine. Citizens' business is predominantly in Michigan and has recently expanded into Indiana and Ohio. Additional i...
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, except for any information superseded by information that is included directly in this document or incorporated by reference subsequent to the date of this document.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. Opinions of CS First Boston Corporation and Lazard Freres & Co. are attached to the Proxy Statement/Joint Prospectus as Annexes I and II, respectively Item 10: Interest in Securities of the Issuer.
(a) SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--Vote Required
(b) Not applicable. Item 11: Contracts, Arrangements or Understandings with Respect to the Issuer's Securities. SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--The Plan of Recapitalization; THE PLAN OF RECAPITALIZATION--Terms and Conditions;--Establishment of ESOPs;--Revised Governance Structure; DESCRIPTION OF SECURITIES Item 12: Present Intention and Recommendation of Certain Persons with Regard to the Transaction.
(a) SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--Vote Required; INTRODUCTION--Voting Rights and Proxy Information.
(b) SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--Vote Required; INTRODUCTION--Voting Rights and Proxy Information. Item 13: Other Provisions of the Transaction.
(a) SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--No Appraisal Rights; INTRODUCTION
(b) Not applicable.
(c) SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--The Plan of Recapitalization--Conditions to the Recapitalization; THE PLAN OF RECAPITALIZATION--Terms and Conditions--Conditions SCHEDULE CAPTION OR LOCATION IN THE PROXY 13E-3 ITEM STATEMENT/JOINT PROSPECTUS ---------- -------------------------------- Item 14: Financial Information.
(a) INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE; SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--Selected Consolidated Historical and Pro Forma Operating Information; SELECTED CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING INFORMATION (b) SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--Selected Consolidated Historical and Pro Forma Operating Information; UNAUDITED PRO FORMA FINANCIAL INFORMATION Item 15: Persons or Assets Employed, Retained or Utilized.
(a) COVER PAGE; SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--The Plan of Recapitalization--Opinions of the Financial Advisors to the Board; SPECIAL FACTORS--Opinions of the Financial Advisors to the Board; THE PLAN OF RECAPITALIZATION--Terms and Conditions; FEES AND EXPENSES
(b) SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--The Plan of Recapitalization; SPECIAL FACTORS-- Opinions of the Financial Advisors to the Board; --Opinion of Valuation Firm; INDEPENDENT PUBLIC ACCOUNTANTS; EXPERTS; LEGAL OPINION; PROXY SOLICITATION Item 16: Additional Information None. SCHEDULE CAPTION OR LOCATION IN THE PROXY 13E-3 ITEM STATEMENT/JOINT PROS...
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents, which have been filed by the Company with the Commission under the Exchange Act, are incorporated herein by reference:
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The Company incorporates by reference herein the following documents previously filed by it with the Commission pursuant to the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"):
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by Gilead Sciences, Inc. (“
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Commission are incorporated herein by reference:
