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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 2006
CONNETICS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-27406 94-3173928
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
3160 Porter Drive, Palo Alto, California 94304
(Address of principal executive offices) (Zip Code)
(650) 843-2800
(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)
[ ] 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))
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Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on December 28, 2006, the merger contemplated by that
certain Agreement and Plan of Merger, dated as of October 22, 2006, by and among
Stiefel Laboratories, Inc. ("Stiefel"), Clear Acquisition Sub, Inc., a
wholly owned subsidiary of Stiefel Laboratories, Inc. ("Merger Sub"), and
Connetics Corporation ("Connetics"), whereby Merger Sub merged with and into
Connetics, with Connetics surviving as a wholly owned subsidiary of Stiefel
Laboratories, Inc. (the "Merger") was consummated. On December 28, 2006, Stiefel
entered into a First Lien Credit Agreement and a Second Lien Credit Agreement
(collectively, the "Credit Agreements") with Deutsche Bank Trust Company
Americas and the lenders party thereto, in order to finance a portion of the
purchase price paid to the securityholders of Connetics in the Merger. In
connection with the Credit Agreements, Connetics entered into a Guaranty
Agreement pursuant to which Connetics jointly and severally with certain other
subsidiaries of Stiefel guaranteed the payment obligations of Stiefel under the
Credit Agreements. Additionally, in connection with the Credit Agreements,
Connetics entered into a Security Agreement pursuant to which Connetics granted
a security interest in all of its assets and the assets of its wholly owned
subsidiaries as security for the payment obligations of Stiefel under the Credit
Agreements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 4, 2007 CONNETICS CORPORATION
By: /s/ Michael Cornelius
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Name: Michael Cornelius
Title: Executive Vice President