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

Date of Report (Date of Earliest Event Reported): July 16 18, 2013 (July 16 18, 2013)

OMTHERA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35869		26-3797738
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

707 State Road Princeton, NJ		08540
(Address of principal executive offices)		(Zip Code)

Registrant’'s telephone number, including area code: (908) 741-4399

Not ~~Applicable~~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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material 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 240.13e-4(c))

Item 51.0702. Termination ~~Submission~~ of ~~Matters~~Material toDefinitive ~~a Vote of Security Holders~~Agreement.

AIn ~~special~~connection ~~meeting~~with ofthe ~~stockholders~~Merger (~~the~~as ~~“Special~~defined ~~Meeting”~~below), ofon July 18, 2013, Omthera Pharmaceuticals, Inc. (the “Company”) ~~was~~paid ~~held~~in onfull ~~July 16,~~all ~~2013. A~~amounts ~~total~~outstanding ofand ~~22,193,501~~satisfied ~~shares~~and ofdischarged ~~Company~~its ~~common~~obligations ~~stock,~~under ~~out~~(i) ofthe aLoan ~~total~~and ofSecurity 24Agreement,~~414,171~~ ~~shares~~dated as of ~~common~~March ~~stock~~29, ~~issued~~2013, by and ~~outstanding~~between ~~and~~the ~~entitled~~Company toand ~~vote~~Hercules asTechnology ofGrowth ~~June 13~~Capital, ~~2013~~Inc., ~~(the~~a ~~record~~Maryland ~~date~~corporation ~~for the Special Meeting~~(“Hercules”), ~~were~~and ~~present~~(ii) inthe ~~person~~Warrant orAgreement ~~represented~~to byPurchase ~~proxy~~Shares atof ~~the~~Preferred ~~Special~~Stock ~~Meeting. A summary~~ of the ~~voting~~Company, ~~results~~effective ~~for~~as ~~the~~of ~~following~~April ~~proposals~~1, ~~each~~2013, ofissued ~~which~~by ~~is described in detail in~~ the Company’s ~~proxy~~to ~~statement dated June 13~~Hercules, ~~2013~~ and, ~~first~~in ~~mailed~~each tocase, the Company’s ~~stockholders~~terminated onits ~~June 14,~~commitments ~~2013, is set forth below:~~thereunder.

~~Proposal~~Item 12.01 Completion of Acquisition or Disposition of Assets

~~The~~On ~~Company’s~~July ~~stockholders~~18, ~~approved~~2013, ~~the~~pursuant ~~proposal~~ to ~~adopt~~the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 27, 2013, asby itand ~~may be amended from time to time (the “Merger Agreement”),~~ among the Company, Zeneca, Inc., a Delaware corporation (“~~Parent~~Zeneca”), and KAFA Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of ~~Parent. The~~Zeneca ~~following~~(“Merger ~~are~~Sub”), the ~~final~~Company ~~voting~~was ~~results~~acquired ~~for~~by ~~this~~Zeneca ~~proposal:~~through a merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Zeneca (the “Surviving Corporation”).

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
21,559,306		624,870		0		9,325

At the effective time of the Merger (the “Effective Time”), (i) each outstanding share of common stock, par value $0.001 per share, of the Company (the “Common Stock”), other than treasury shares, shares of Common Stock held by the Company, Zeneca, Merger Sub or any other subsidiary of Zeneca, and shares for which appraisal was properly demanded, was converted into the right to receive (A) $12.70 in cash, without interest (the “Cash Consideration”), and (B) one contractual contingent value right (a “CVR”), which represents the right to receive one or more contingent payments upon the achievement of certain milestones (together with the Cash Consideration, the “Merger Consideration”), (ii) each outstanding option to purchase Common Stock, whether vested or unvested, was cancelled and (iii) each restricted share of Common Stock was converted into the right to receive the Merger Consideration. The aggregate Cash Consideration payable in connection with the Merger is approximately $322 million, together with an aggregate of up to $120 million payable pursuant to the CVRs.

~~Proposal~~The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) on May 28, 2013, and which is incorporated herein by reference.

~~Because~~Item ~~there~~3.01 Notice ~~were sufficient votes at the time~~ of ~~the~~Delisting ~~Special~~or ~~Meeting~~Failure to ~~approve~~Satisfy ~~the~~a ~~proposal~~Continued toListing ~~adopt~~Rule ~~the Merger Agreement, the vote on the proposal to adjourn the Special Meeting, if necessary~~ or ~~appropriate,~~Standard; toTransfer ~~solicit~~of ~~additional proxies was not called~~Listing.

~~Proposal~~On 3July 18, 2013, in connection with the Merger, the Company notified the NASDAQ Stock Market ( “NASDAQ”) that the Merger had been completed and requested that trading of the Common Stock on NASDAQ be suspended prior to the opening of trading on July 18, 2013. In addition, the Company requested that NASDAQ file with the SEC an application on Form 25 to delist the Common Stock from NASDAQ and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 to suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~The~~Item ~~Company’s~~3.03 Material ~~stockholders~~Modification ~~approved the proposal~~ to ~~approve,~~Rights byof ~~non-binding~~Security ~~advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger contemplated by the Merger Agreement~~Holders. ~~The following are the final voting results for this proposal:~~

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
21,338,095		634,894		211,187		9,325

The information set forth in Items 2.01 and 5.03 is incorporated herein by reference.

Item 85.01 Changes ~~Other~~in ~~Events~~Control of Registrant.

OnThe ~~July 16,~~information ~~2013,~~set ~~the~~forth ~~Company~~in ~~issued~~Item ~~a press release announcing that the Company’s stockholders voted to adopt the Merger Agreement~~2. A01 ~~copy of the press release~~ is ~~attached hereto as Exhibit 99.1 and is~~ incorporated herein by reference.

~~Safe~~Item ~~Harbor~~5.02 ~~for~~Departure ~~Forward-Looking~~of ~~Statements~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~In ~~Form 8-K,~~connection inwith ~~particular statements regarding~~ the ~~proposed transaction between an affiliate of AstraZeneca PLC and the Company~~Merger, the ~~expected~~directors ~~timetable for completing the transaction, future financial and operating results, benefits and synergies~~ of ~~the~~Merger ~~transaction,~~Sub ~~future~~at ~~opportunities for~~ the ~~combined~~Effective ~~company~~Time ~~and~~became any other statements about AstraZeneca PLC or Company managements’ future expectations, beliefs, goals, plans or prospects, includes forward-looking statements that are based on certain beliefs and assumptions and reflect the ~~current~~directors ~~expectations~~ of the ~~Company,~~Surviving ~~AstraZeneca PLC and their respective management~~Corporation. In ~~Statements~~connection ~~that are predictive in nature~~therewith, ~~that~~each ~~depend~~of onGeorge ~~or relate to future events or conditions~~Horner, orDavid ~~that~~M. ~~include words such as “believes~~Mott,” ~~“anticipates,”~~Graziano ~~“expects,”~~Seghezzi ~~“continues,” “predict,” “potential,” “contemplates,” “may,” “will,” “likely,” “could,” “should,” “estimates,” “intends,” “plans”~~ and ~~other~~Gerald ~~similar expressions are forward-looking statements~~L. ~~All~~Wisler ~~statements~~resigned other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements involve known and unknown risks, assumptions and uncertainties that may cause actual results in future periods to differ materially from ~~those projected or contemplated in~~ the ~~forward-looking~~Company’s ~~statements,~~board ~~and~~of ~~you should not place undue reliance on these statements~~directors. Also ~~Some of the factors that could cause actual results to differ materially from current expectations are: the ability to consummate the proposed transaction; any conditions imposed on the parties~~ in connection with the ~~consummation~~Merger, of the ~~proposed~~officers ~~transaction; the ability to obtain regulatory approvals~~ of the ~~proposed~~Company ~~transaction;~~at the ~~occurrence~~Effective ofTime ~~any~~became ~~event, change or other circumstances that could give rise to~~ the ~~termination~~officers of the ~~agreement~~Surviving ~~relating~~Corporation. Effective toimmediately ~~the~~following ~~proposed transaction;~~ the ~~Company’s~~Effective ~~ability~~Time, toGerald ~~maintain~~L. ~~relationships~~Wisler ~~with employees~~ and ~~third~~Christian ~~parties~~S. ~~following~~Schade ~~announcement~~will ofno ~~the~~longer ~~proposed~~serve ~~transaction;~~in ~~the~~their ~~ability~~positions ofas ~~the~~officers ~~parties to satisfy the conditions to the closing~~ of the ~~proposed~~Surviving ~~transaction;~~Corporation, ~~the~~and ~~risk~~Stephen ~~that~~F. ~~the~~Mohr ~~proposed~~was ~~transaction~~elected ~~may~~to ~~not~~serve beas ~~completed~~President inand ~~the~~Chairman of ~~time frame expected by~~ the ~~parties~~Surviving orCorporation ~~at all;~~ and ~~the~~Mark ~~risks~~S. ~~that~~Uhle ~~are~~was ~~described~~elected ~~from time~~ to ~~time~~serve inas ~~the~~Vice ~~Company’s reports filed with the SEC~~President, ~~including~~Finance ~~the~~and ~~Prospectus,~~Chief inFinancial ~~other~~Officer of the ~~Company’s~~Surviving ~~filings with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions~~Corporation. ~~If the proposed transaction is consummated, our stockholders will~~

2Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.2

At the Effective Time, the Company’s certificate of incorporation was amended and restated in its entirety. The amended and restated certificate of incorporation of the Company is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Immediately following the Effective Time, the bylaws of the Company were amended and restated in their entirety. The amended and restated bylaws of the Company are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibits Number		Description
Exhibit No.		Description
99.1		Press Release, dated July 16, 2013
2.1		Agreement and Plan of Merger, dated as of May 27, 2013 by and among the Omthera Pharmaceuticals, Inc., Zeneca, Inc. and KAFA Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2013).
3.1		Fourth Amended and Restated Certificate of Incorporation of Omthera Pharmaceuticals, Inc.
3.2		Amended Bylaws of Omthera Pharmaceuticals, Inc.

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.

Date: July 16, 2013	Omthera Pharmaceuticals, Inc.
Date: July 18, 2013	Omthera Pharmaceuticals, Inc.
	By:	/Ss/ ~~CHRISTIAN~~Stephen SF. ~~SCHADE~~Mohr
		Christian S. Schade
		Stephen F. Mohr
		Executive Vice President and Chief Financial Officer
		President and Chairman

Exhibit Index

Exhibits Number		Description
Exhibit No.		Description
99.1		Press Release, dated July 16, 2013
2.1		Agreement and Plan of Merger, dated as of May 27, 2013 by and among the Omthera Pharmaceuticals, Inc., Zeneca, Inc. and KAFA Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2013).
3.1		Fourth Amended and Restated Certificate of Incorporation of Omthera Pharmaceuticals, Inc.
3.2		Amended Bylaws of Omthera Pharmaceuticals, Inc.

Filing Compare · Omthera Pharmaceuticals, Inc.