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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 19, 2006
Date of Report (Date of earliest event reported)
ANIMAS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-50674
(Commission File Number)
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23-2860912
(IRS Employer
Identification No.) |
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200 Lawrence Drive, West Chester, Pennsylvania
(Address of principal executive offices)
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19380
(Zip Code) |
(610) 644-8990
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13-4(c))
On
January 19, 2006, Animas Corporation (the Company) disseminated a press release announcing
that it will hold a Special Meeting of Stockholders on February 17, 2006, to vote on a proposal to
approve the merger agreement between the Company, Johnson & Johnson and Emerald Merger Sub, Inc., a
wholly owned subsidiary of Johnson & Johnson.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
The foregoing description of the press release is qualified in its entirety by reference to the
full text of the press release.
Additional Information and Where To Find It.
This material is not a substitute for the proxy statement Animas Corporation will file with the
Securities and Exchange Commission. You are urged to read the proxy statement when it becomes
available, because it will contain important information. The proxy statement and other documents,
which will be filed by Animas with the Securities and Exchange Commission, will be available free
of charge at the SECs website, www.sec.gov, or by visiting Animass website at www.animascorp.com.
Animas and certain of its directors, executive officers and certain other members of its management
may be deemed to be soliciting proxies from Animass stockholders in connection with the proposed
transaction. You may obtain a detailed list of names, affiliations and interests of Animas
participants in the solicitation of proxies of Animass stockholders by reading the proxy statement
when it becomes available.
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Item 9.01 |
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Financial Statements and Exhibits. |
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99.1 |
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Press Release, dated January 19, 2006, issued by Animas Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed by is behalf by the undersigned hereunto duly authorized.
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ANIMAS CORPORATION
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By: |
/s/ Richard Baron
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Richard Baron |
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Vice President Finance and
Chief Executive Officer |
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Dated:
January 19, 2006
Exhibit Index
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Exhibits |
99.1
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Press Release, dated January 19, 2006, issued by Animas Corporation. |