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): ~~December~~January 113, ~~2014~~2015

Avanir Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-15803

33-0314804

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

30 Enterprise, Suite 400,

Aliso Viejo, California 92656

(Address of principal executive offices, including zip code)

(949) 389-6700

(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))

~~Item~~Introductory ~~1.01~~Note ~~Entry Into a Material Definitive Agreement.~~

As previously disclosed, on December 1, 2014, Avanir Pharmaceuticals, Inc., a Delaware corporation (“Avanir” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Otsuka Pharmaceuticals Co., Ltd., a Japanese joint stock company (“Parent”), and Bigarade Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), pursuant to which Purchaser will merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation (the “Surviving Corporation”).

~~On December 1,~~Pursuant ~~2014,~~to ~~Avanir~~the ~~Pharmaceuticals,~~Merger ~~Inc.~~Agreement, aand ~~Delaware~~upon ~~corporation (~~the ~~“Company”~~terms ~~or “Avanir”), entered into an Agreement~~ and ~~Plan~~subject ofto ~~Merger (~~the ~~“Merger~~conditions thereof, ~~Agreement”)~~Purchaser ~~with~~commenced ~~Otsuka~~a ~~Pharmaceutical~~tender ~~Co.,~~offer ~~Ltd.,~~to ~~a Japanese~~acquire ~~joint~~all ~~stock~~of ~~company~~the ~~(“Parent”),~~issued and ~~Bigarade~~outstanding ~~Corporation,~~shares aof ~~Delaware~~the ~~corporation~~Company’s ~~and~~common astock, ~~wholly-owned~~par ~~subsidiary~~value of$0.0001 ~~Parent~~ (~~“Acquisition~~the ~~Sub~~“Shares”), ~~pursuant~~for toa ~~which,~~purchase ~~and~~price onof ~~the~~$17.00 ~~terms~~per ~~and~~Share, subject to ~~the~~any ~~conditions thereof,~~required ~~among~~withholding ~~other~~of ~~things,~~taxes ~~Acquisition~~and ~~Sub~~without ~~will~~interest ~~commence a tender offer~~ (the “Offer Price”), asupon ~~soon as practicable after~~ the ~~date~~terms ofand ~~the~~conditions ~~Merger~~set ~~Agreement,~~forth ~~but~~ in nothe ~~event~~Offer ~~later~~to ~~than~~Purchase, ~~ten~~dated ~~business~~December 12, ~~days~~2014 ~~after~~ (the ~~date~~“Offer ofto ~~the Merger Agreement~~Purchase”), toand ~~acquire~~in ~~all of~~ the ~~outstanding~~Letter ~~shares~~ of Transmittal ~~common stock of the Company~~ (the “~~Company~~Letter ~~Shares~~of Transmittal”) atwhich, atogether ~~purchase~~with ~~price~~the ofOffer ~~$17.00~~to ~~per~~Purchase, ~~Company~~as ~~Share~~each ~~net~~may tobe ~~the~~amended ~~holder~~and ~~thereof~~supplemented infrom ~~cash,~~time ~~subject~~ to ~~reduction~~time ~~for~~in ~~any~~accordance ~~applicable~~with ~~withholding~~the ~~taxes~~Merger Agreement, ~~without~~constitute ~~interest (~~the “Offer ~~Price~~”). ~~The Offer is not subject to a financing condition.~~

~~Acquisition~~The ~~Sub’s~~Offer ~~obligation~~and towithdrawal ~~purchase~~rights ~~the Company~~expired ~~Shares~~at ~~validly~~the ~~tendered~~end ~~pursuant~~of to the ~~Offer~~day, is12:00 ~~subject~~midnight, toNew ~~the~~York ~~satisfaction~~City ortime, ~~waiver~~on ofJanuary 12, ~~certain~~2015. ~~conditions~~American ~~set~~Stock Transfer & ~~forth~~Trust inCompany, LLC, the ~~Merger~~depositary ~~Agreement,~~for ~~including~~the Offer (i) the ~~expiration~~“Depositary”), orhas ~~termination~~advised ofParent ~~any~~and ~~waiting~~Purchaser ~~period~~that, ~~(and~~as ~~extensions~~of ~~thereof) applicable~~the toexpiration of the ~~transactions~~Offer, ~~contemplated~~a bytotal ~~the~~of ~~Merger~~121,815,032 ~~Agreement~~Shares ~~under~~had ~~the~~been ~~Hart-Scott-Rodino~~validly ~~Antitrust~~tendered ~~Improvements~~into ~~Act~~and ofnot validly ~~1976,~~withdrawn aspursuant ~~amended,~~to the Offer (~~ii) that~~excluding ~~the~~Shares ~~number~~subject ofto ~~Company~~guaranteed ~~Shares~~delivery ~~validly~~procedures ~~tendered~~that ~~and~~were not ~~withdrawn~~validly intendered ~~accordance~~prior ~~with~~to the ~~terms~~ expiration date of the Offer,) ~~together~~as ~~with~~of the ~~Company~~expiration ~~Shares then owned by Parent~~date, ~~Acquisition~~representing ~~Sub~~approximately ~~and~~62.6% ~~their~~of ~~respective~~the ~~controlled~~Shares outstanding ~~affiliates,~~as ~~represents~~of atsuch ~~least~~time. aThe ~~majority~~number of ~~all~~Shares ~~then~~validly ~~outstanding~~tendered ~~Company~~and ~~Shares (~~not ~~including~~withdrawn ~~Company Shares tendered~~ pursuant to ~~guaranteed~~the ~~delivery~~Offer ~~procedures),~~constitutes ~~(iii) the~~a ~~absence~~majority of ~~any~~the ~~law~~outstanding orShares ~~order~~and bytherefore ~~any~~satisfies ~~governmental~~the ~~authority~~Minimum ~~that~~Condition ~~would~~(as ~~make~~defined ~~illegal~~in orthe ~~otherwise~~Merger ~~prohibit~~Agreement). All conditions to the Offer having been satisfied, ~~the~~Purchaser ~~acquisition~~has ofaccepted ~~Company~~for ~~Shares~~payment byand ~~Parent~~is orpromptly ~~Acquisition~~paying ~~Sub~~for orall ~~the Merger~~Shares ~~(as~~validly ~~defined~~tendered ~~below)~~and ~~within~~not ~~the~~withdrawn ~~United~~prior ~~States,~~to ~~(iv)~~ the ~~accuracy~~expiration date of the ~~representations~~Offer, and ~~warranties~~payment offor ~~the~~such ~~Company~~Shares ~~contained~~has inbeen ~~the~~made ~~Merger~~to ~~Agreement~~the Depositary, ~~subject~~which towill ~~customary~~act ~~exceptions,~~as ~~(v) the~~agent ~~Company’s~~for ~~material~~tendering ~~compliance~~Company ~~with its~~stockholders ~~covenants~~for ~~contained in~~ the ~~Merger~~purpose ~~Agreement,~~of ~~(vi) there~~receiving ~~not~~payments ~~having~~for ~~been~~tendered aShares ~~material~~and ~~adverse~~transmitting ~~effect~~such onpayments ~~the~~to tendering Company ~~following~~stockholders ~~the~~whose ~~execution~~Shares ofhave ~~the~~been ~~Merger~~accepted ~~Agreement~~for ~~that~~payment, isin accordance ~~continuing,~~with ~~and~~the ~~(vii) other~~terms ~~customary~~of ~~conditions~~the Offer.

~~The~~Following ~~Merger~~consummation ~~Agreement~~of ~~contains~~the ~~certain~~Offer, ~~customary~~all ~~termination~~conditions ~~rights~~to inthe ~~favor~~Merger ofset ~~each~~forth ofin the ~~Company~~Merger Agreement ~~and~~were ~~Parent~~satisfied, ~~including~~and ~~under~~on ~~certain circumstances~~January 13, ~~the~~2015, ~~requirement~~Parent ~~for~~completed its acquisition of the Company toby ~~pay~~consummating tothe ~~Parent~~Merger without a ~~termination~~meeting ~~fee~~ of ~~approximately~~stockholders ~~$90 million, or approximately 2.57%~~ of the ~~aggregate transaction value. The~~ Company ~~has also agreed,~~ in ~~each~~accordance ~~case~~with ~~subject~~Section 251(h) toof the ~~fulfillment~~General ~~of certain~~Corporation ~~fiduciary obligations~~ Law of the ~~board~~State of ~~directors~~Delaware of (the ~~Company, (i~~“DGCL”) to. ~~cease~~Pursuant ~~any existing, and not~~ to ~~solicit~~the orMerger ~~initiate any additional~~Agreement, ~~discussions~~at ~~with~~the ~~third~~effective ~~parties~~time ~~regarding~~of ~~other~~the ~~proposals~~Merger ~~to acquire~~ (the ~~Company,~~“Effective ~~(ii~~Time”) ~~not~~, ~~to recommend~~each ~~any~~Share ~~other~~issued ~~acquisition~~and ~~proposal,~~outstanding ~~furnish~~immediately ~~non-public~~prior ~~information~~ to, ~~participate~~the orEffective ~~engage~~Time ~~in discussions or negotiations or enter into a letter of intent with any third parties in connection with~~ (other than ~~proposals~~Shares toheld ~~acquire the Company, and~~ (~~iii~~i) toby ~~certain other restrictions on its ability to respond to such proposals. However~~Parent, ~~subject~~Purchaser toor the ~~satisfaction of certain conditions, the~~ Company ~~and its board of directors~~, aswhich ~~applicable,~~Shares ~~are~~have ~~permitted~~been tocanceled ~~take~~and ~~certain actions which may~~extinguished, as ~~more~~or ~~fully~~(ii) by ~~described~~stockholders inwho ~~the~~validly ~~Merger~~exercise ~~Agreement,~~appraisal ~~include~~rights ~~changing~~under ~~the~~Delaware ~~board~~law ofwith ~~directors’~~respect ~~recommendation~~to ~~following~~such ~~receipt~~Shares) ofwas aconverted automatically ~~superior~~into ~~proposal if~~ the ~~board~~right ofto ~~directors~~receive of the ~~Company~~Offer ~~has~~Price. ~~concluded~~As ina ~~good~~result, ~~faith~~upon ~~after consultation with its outside counsel that~~ the ~~failure~~Effective toTime, ~~effect~~ a change ofin ~~recommendation~~control ~~would~~of ~~reasonably be expected to be inconsistent with~~ the ~~fiduciary~~Company ~~duties~~occurred ~~owed~~and by the ~~board~~Company ofbecame ~~directors~~a towholly-owned ~~the~~subsidiary ~~stockholders~~ of ~~the Company under applicable law~~Parent.

~~Following~~In ~~the~~addition, ~~completion~~(i) effective as of ~~the~~immediately ~~Offer~~prior ~~and subject~~ to the ~~satisfaction~~Effective orTime, ~~waiver~~the vesting of ~~certain~~each ~~conditions~~outstanding ~~set~~Company ~~forth~~stock inoption ~~the~~was accelerated ~~Merger~~in ~~Agreement, Acquisition~~full ~~Sub~~and ~~will~~was ~~merge~~automatically ~~with~~canceled and ~~into~~terminated ~~the~~as ~~Company,~~of ~~with~~ the ~~Company~~Effective ~~surviving~~Time asand athe ~~wholly-owned~~holder ~~subsidiary~~thereof ofbecame ~~Parent,~~entitled ~~pursuant~~ to ~~the~~receive ~~procedure~~an ~~provided~~amount ~~for~~in ~~under~~cash, ~~Section 251(h)~~without ofinterest ~~the~~and ~~Delaware~~less ~~General~~the ~~Corporation~~amount ~~Law~~of ~~without~~ any ~~stockholder approvals~~tax ~~(the~~withholding, ~~“Merger”).~~equal Atto the ~~effective~~product ~~time~~ of ~~the Merger~~ (A) the ~~“Effective~~aggregate ~~Time”),~~number ~~by virtue~~ of ~~the~~Shares ~~Merger~~that ~~and~~were ~~without~~issuable ~~any~~upon ~~action~~exercise onof ~~the~~such ~~part~~Company ofstock ~~the~~option ~~holders~~immediately ofprior ~~any~~to ~~Company~~the ~~Shares,~~Effective ~~each~~Time ~~outstanding~~by ~~Company~~(B) the ~~Share,~~Offer ~~other~~Price ~~than~~less ~~any shares~~the ~~owned~~per byshare ~~Parent,~~exercise ~~Acquisition~~price ~~Sub,~~of or the Company orstock ~~any~~option, ofand (ii) effective ~~their~~as ~~respective~~of ~~wholly-owned~~immediately ~~subsidiaries,~~prior orto ~~any~~the ~~stockholders~~Effective ~~who~~Time, ~~are~~the ~~entitled~~vesting toof ~~and~~each ~~who~~outstanding ~~properly~~Company ~~exercise~~restricted ~~appraisal~~stock ~~rights~~unit ~~under~~was ~~Delaware~~accelerated ~~law,~~in ~~will~~full beand was canceled and converted into the right to receive an amount in cash, ~~equal~~without tointerest and less the ~~Offer~~amount ~~Price,~~of ~~subject to reduction for~~ any ~~applicable~~tax withholding ~~taxes~~, ~~without~~equal ~~interest.~~to Inthe ~~addition~~product of (A) the aggregate number of Company ~~will~~Shares ~~take~~that ~~such~~were ~~action~~issuable asupon ~~may~~settlement beof ~~necessary~~the soCompany ~~that,~~restricted stock unit immediately prior to the Effective Time, by (iB) the ~~vesting~~Offer Price. ~~of each outstanding Company stock option will be accelerated in full and each such stock option will~~

~~automatically~~The beforegoing ~~canceled~~description ~~and terminated as~~ of the ~~Effective~~Offer, ~~Time~~the Merger and the ~~holder~~Merger ~~thereof~~Agreement ~~will be entitled to receive an amount in cash, if any, without interest~~ and ~~less~~ the ~~amount~~transactions ofcontemplated ~~any~~thereby ~~tax~~does not ~~withholding,~~purport ~~equal~~ to ~~the~~be ~~product~~complete ofand ~~(A) the~~is ~~number~~qualified ofin ~~Company~~its ~~Shares~~entirety ~~that~~by ~~are~~reference ~~issuable~~to ~~upon exercise of such stock option and (B)~~ the ~~Offer~~full ~~Price~~text ~~less the per share exercise price~~ of ~~such stock option and (ii)~~ the ~~vesting~~Merger ~~of each outstanding Company restricted stock unit award will be accelerated in full~~Agreement, ~~and~~a ~~each~~copy ~~such restricted stock unit award will be canceled and terminated and each holder~~ of ~~such~~which ~~award~~was ~~will~~filed beas ~~paid~~Exhibit by2.1 to the Company’s anCurrent ~~amount~~Report inon ~~cash,~~Form ~~if any~~8-K, ~~without interest~~filed ~~and~~with ~~less~~ the ~~amount~~U.S. ofSecurities ~~any~~and ~~tax~~Exchange Commission ~~withholding, equal to~~ (the ~~product~~“SEC”) ofon ~~(A)~~December ~~the~~2, ~~aggregate~~2014 ~~number of Company Shares that were issuable upon settlement of such Company restricted stock unit award~~ and ~~(B) the~~incorporated ~~Offer~~herein ~~Price~~by reference.

~~The~~Item ~~Merger~~2.01. ~~Agreement~~Completion ~~contains~~of ~~customary~~Acquisition ~~representations,~~or ~~warranties~~Disposition ~~and~~of ~~covenants, including covenants obligating the Company to continue to conduct its business in the ordinary course and to cooperate in seeking regulatory approvals~~Assets.

The ~~board~~disclosure ofunder ~~directors of~~ the ~~Company~~Introductory ~~has unanimously~~Note ~~(i) determined that it is in the best interests of the Company~~ and ~~its stockholders, and declared it advisable, to enter into the Merger Agreement, (ii)~~Item ~~approved~~3.01 ~~the~~is ~~execution~~incorporated ~~and~~herein ~~delivery~~ by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained in the Merger Agreement and the consummation of the Offer and the Merger upon the terms and subject to the conditions contained in the Merger Agreement, and (iii) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the holders of Company Shares accept the Offer, tender their Company Shares to Acquisition Sub pursuant to the Offer and, if required by the applicable provisions of Delaware law, adopt the Merger Agreementreference. The board of directors of Parent has also unanimously approved the Merger Agreement and the transactions contemplated thereby. The Company expects to complete the Merger in the first calendar quarter of 2015, subject to the satisfaction of the closing conditions.

~~The~~Item ~~foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this report as Exhibit 2~~3.~~1 and incorporated herein by reference~~01. ~~The~~Notice ~~Merger Agreement and the foregoing description~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement have~~Failure ~~been included~~ to ~~provide~~Satisfy investors and stockholders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a ~~contractual~~Continued ~~standard~~Listing ofRule materiality different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”), and are also qualified in important part by a confidential disclosure letter delivered by the Company to Parent in connection with the Merger Agreement. Investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or ~~circumstances~~Standard; ~~described~~Transfer ~~therein. Information concerning the subject matter~~ of ~~such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures~~Listing.

~~Indemnification~~On ~~Agreements~~January 13, 2015, Parent and the Company (i) notified the NASDAQ Stock Market LLC (“NASDAQ”) of the consummation of the Merger and (ii) requested that NASDAQ (x) halt trading in the Shares for January 13, 2015 and suspend trading of the Shares effective January 13, 2015 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares 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 certification on Form 15 under the Exchange Act, requesting the deregistration of the Shares and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~In August~~Item ~~2014,~~3.03. ~~the~~Material ~~compensation~~Modification ~~committee (the “Committee”) of the board of directors of the Company approved a form of indemnification agreement (the “Indemnification Agreement”)~~ to beRights ~~entered into between the Company and each~~ of ~~its~~ ~~directors~~Security ~~and certain of its officers from time to time~~Holders. Pursuant to the Committee authorization, the Company entered into Indemnification Agreements on December 1, 2014 with Mark Corrigan, Craig Wheeler, Dennis Podlesak, Corinne Nevinny, David Mazzo, Hans Bishop, Keith Katkin, Christine Ocampo, Elona Kogan, Greg Flesher, Joao Siffert and Rohan Palekar.

The ~~Indemnification Agreement~~disclosure ~~provides,~~under ~~among other things, that~~ the ~~Company~~Introductory ~~will~~Note ~~indemnify the director or officer (the “Indemnitee”) to the fullest extent permitted by law (subject to certain exceptions) against all expenses, judgments, fines~~ and ~~amounts paid~~Item 3.01 inis ~~settlement~~incorporated ~~actually~~herein ~~and reasonably incurred~~ by ~~the~~reference. ~~Indemnitee in connection with proceedings in which the Indemnitee is involved by reason of the fact that Indemnitee is or was a~~

~~director~~Item or5.01. ~~officer~~Changes of the Company or is or was serving at the request of the Company as a director, officer, employee, agent or trustee of any enterprise or by reason of any action taken by Indemnitee or of any action taken on Indemnitee’s part while acting as director or officer of the Company or while serving at the request of the Company as a director, officer, employee, agent or trustee of any enterprise, in ~~each~~Control ~~case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement~~ of ~~expenses can be provided under the Indemnification Agreement~~Registrant.

InThe ~~addition,~~disclosure ~~and~~under ~~subject to certain limitations,~~ the ~~Indemnification~~Introductory ~~Agreement~~Note ~~provides for the advancement of expenses incurred by Indemnitee in connection with any proceeding,~~ and ~~the~~Item 3.01 ~~reimbursement to the Company of the amounts advanced to the extent that it~~ is ~~ultimately~~incorporated ~~determined~~herein ~~that the Indemnitee is not entitled to be indemnified~~ by ~~the Company~~reference.

The Indemnification Agreement does not exclude any other rights to indemnification or advancement of expenses to which the Indemnitee may be entitled to pursuant to the Company’s Certificate of Incorporation or Bylaws.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Amended~~In ~~CEO~~accordance ~~Employment~~with the terms of the Merger Agreement, the directors of Purchaser at the Effective Time, as set forth below, became the directors of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, and each of Keith Katkin, Hans E. Bishop, David J. Mazzo, Ph.D., Craig A. Wheeler, Corinne H. Nevinny, Dennis G. Podlesak and Dr. Mark Corrigan, M.D. ceased serving as directors of the Company.

OnBiographical ~~December 1,~~and ~~2014,~~other ~~the~~information ~~Company entered into a new employment agreement~~ with ~~Keith~~respect ~~Katkin (the “Amended CEO Employment~~to ~~Agreement”),~~ the ~~material~~new ~~terms~~directors of ~~which~~the ~~are~~Company ~~substantially~~is asset ~~follows~~forth below:

~~Under~~Hirotaka ~~the~~Noma ~~Amended~~Director ~~CEO~~Hisanori ~~Employment~~Maei ~~Agreement,~~Director ~~Mr. Katkin will~~Robert ~~continue to serve as President and Chief Executive Officer of the Company with an annual base salary of $675,000, or such higher amount as the Committee may determine from time to time~~S. ~~Mr. Katkin~~Sedor will be eligible for an annual target bonus equal to sixty-five percent of his annual base salary, with Mr. Katkin’s actual bonus amount dependent on his satisfaction of performance criteria established by the Committee and the Company’s overall performance. Mr. Katkin is eligible to receive equity compensation on terms determined by the Committee, and he is also eligible for employee benefits relating to health insurance, life insurance, disability insurance, etc., provided to other members of the Company’s senior management. Director

~~Under~~Information ~~the~~about ~~Amended~~Messrs. ~~CEO Employment Agreement~~Noma, ifMaei ~~the~~and ~~Company~~Sedor ~~terminates~~is ~~Mr. Katkin’s~~contained ~~employment without~~in ~~“cause”~~the orOffer ~~Mr. Katkin~~to ~~terminates~~Purchase ~~his~~dated ~~employment~~December 12, 2014 ~~for~~and ~~“good~~filed ~~reason”~~by ~~other~~Parent ~~than~~and ~~under~~Purchaser ~~circumstances~~as ~~that~~Exhibit ~~would constitute~~ (a ~~“change of control termination”~~ )(~~each,~~1)(A) asto ~~defined~~the inTender ~~Mr. Katkin’s~~Offer ~~Amended Change~~Statement ofon ~~Control~~Schedule ~~Agreement~~TO, ~~(as~~originally ~~described~~filed ~~below)),~~with ~~then~~the ~~subject~~SEC toon ~~Mr.~~December ~~Katkin~~12, ~~entering~~2014, ~~into~~as ~~the~~subsequently ~~Company’s~~amended, ~~standard~~which ~~form~~information ofis ~~release~~incorporated ofherein ~~claims,~~by Mrreference. ~~Katkin~~ ~~will be entitled to:~~

•Item ~~a lump sum payment equal to (i) 24 months of Mr~~5.03. ~~Katkin’s~~Amendments ~~then-current annual base salary plus (ii) an amount equal~~ to ~~two~~Articles ~~times the greater~~ of ~~(a)~~Incorporation ~~the aggregate annual cash bonus payment(s) received by Mr. Katkin in the Company’s preceding fiscal year,~~ or ~~(b)~~Bylaws; ~~Mr.~~Change ~~Katkin’s~~of ~~target~~Fiscal ~~annual cash bonus amount;~~Year.

•Pursuant ~~accelerated~~to ~~vesting~~the terms of ~~all~~the Merger Agreement, the Company’s certificate of Mrincorporation was amended and restated in its entirety, effective as of the Effective Time. ~~Katkin~~A copy of the Company’s ~~unvested~~amended ~~equity-based~~and ~~compensation~~restated ~~awards;~~certificate of incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

•Pursuant to the terms of the Merger Agreement, the Company~~-paid~~’s ~~COBRA~~bylaws ~~coverage~~were ~~for~~amended upand restated toin 24their ~~months~~entirety, ~~following~~effective Mras of the Effective Time. ~~Katkin~~A copy of the Company’s ~~termination~~amended and restated bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended Change of Control Agreements

On December 1, 2014, the Company entered into amended and restated Change of Control Agreements (the “Amended Change of Control Agreements”) with certain executives of the Company, including each of the Company’s named executive officers: Keith Katkin, Rohan Palekar, Joao Siffert and Christine Ocampo (the “NEOs”). The Amended Change of Control Agreements supersede the NEOs’ previous Change of Control Agreements, which were entered into on December 13, 2011, with the exception of Mr. Palekar’s previous Change of Control Agreement, which was entered into on March 15, 2012 (the “Prior Change of Control Agreements”). Under the terms of the Amended Change of Control Agreements, if the NEO incurs a “change of control

termination” (as defined in the Amended Change of Control Agreement), then the NEO will be entitled to the same payments and benefits as under his or her Prior Change of Control Agreement, except that:

• Mr. Katkin would be entitled to two times (rather than one times) the greater of (a) the aggregate cash bonus payment(s) received by Mr. Katkin in the Company’s preceding fiscal year, or (b) Mr. Katkin’s target annual cash bonus amount.

• Mr. Katkin would be entitled to Company-paid COBRA coverage for up to 24 months (rather than up to 12 months) following his termination.

• Mr. Palekar, Dr. Siffert and Ms. Ocampo would be entitled to Company-paid COBRA coverage for up to 18 months (rather than up to 12 months) following their termination.

The other material terms of the Amended Change of Control Agreements remain substantially unchanged from the Prior Change of Control Agreements.

Amendment to Change of Control Agreements

On December 1, 2014, in connection with the signing of the Merger Agreement, the Committee approved a form of amendment to each NEO’s Amended Change of Control Agreements (the “Gross-Up Amendment”). Under the Gross-Up Amendments, if the Merger is consummated and an excise tax is imposed on the NEO as a result of any compensation or benefits provided to the NEO in connection with the Merger, the Company will pay or reimburse the NEO an amount equal to such excise tax, plus any taxes resulting from such payment or reimbursement.

Severance Letters

On December 1, 2014, the Company entered into letter agreements (the “Severance Letters”) with certain executives, including Rohan Palekar, Joao Siffert and Christine Ocampo (the “Executives”), providing for severance payments and benefits outside the change in control context.

Under the Severance Letters, in the event the Company terminates the Executive without “cause” or if the Executive resigns for “good reason” other than under circumstances that would constitute a “change of control” (each, as defined in the Executive’s Amended Change of Control Agreement), then subject to the Executive’s timely execution of the Company’s standard form of release of claims, the Executive would be entitled to:

• a lump sum payment equal to (i) nine months of the Executive’s annual base salary plus (ii) a pro-rated annual target cash bonus amount based on the Executive’s service during the year of termination; and

• Company-paid COBRA coverage for up to nine months following termination.

Good Reason Waivers

On December 1, 2014, in connection with the signing of the Merger Agreement, the Company entered into a letter agreement with each of the NEOs (the “Good Reason Waivers”) whereby each NEO agreed and acknowledged that the signing of the Merger Agreement, the consummation of the transactions provided for by the Merger Agreement, and/or any change in the NEO’s position, authority, duties, reporting relationship or responsibilities that is caused by such signing or consummation solely by reason of the Company no longer being a publicly traded company, will not constitute “good reason” for purposes of the NEO’s Amended Change of Control Agreement or Severance Letter (or, with respect to Mr. Katkin, his Amended CEO Employment Agreement).

Retention Bonus Awards

On December 1, 2014, in connection with the signing of the Merger Agreement, the Committee approved retention bonus awards for certain key employees of the Company, including the NEOs (the “Retention Bonus Awards”), in the following amounts:

		Keith Katkin		65% of annual base salary
		Rohan Palekar		45% of annual base salary

		Joao Siffert		45% of annual base salary
		Christine Ocampo		45% of annual base salary

The Retention Bonus Awards will be paid to the NEOs within 30 days following the six-month anniversary of the closing date of the Merger, subject to the NEO’s continued employment with the Company through such six-month anniversary, or, if earlier, upon a termination of the NEO’s employment due to death or disability. The Retention Bonus Awards will be calculated based on the NEO’s annual base salary in effect upon the closing date of the Merger.

Quarter 1 Fiscal Year 2015 Bonuses

On December 1, 2014, the Committee approved the payment to the Company’s executive team, including the NEOs, of the portion of the NEOs’ 2015 bonus corresponding to the first quarter of fiscal year 2015 (the “2015 Q1 Bonuses”). The 2015 Q1 Bonuses are set forth in the following table:

		Keith Katkin		$109,687.50
		Rohan Palekar		$45,503.76
		Joao Siffert		$45,518.99
		Christine Ocampo		$23,990.46

The 2015 Q1 Bonuses will be paid to the NEOs within 30 days following the end of the Company’s first quarter of its 2015 fiscal year (December 31, 2014).

Item 8.01. Other Events.

On ~~December~~ January 213, ~~2014~~2015, ~~the~~Otsuka ~~Company~~Holdings Co., Ltd. issued a press release ~~relating~~announcing tothe expiration and results of the ~~Merger~~Offer ~~Agreement~~and the consummation of the Merger. A copy of ~~the~~this press release is ~~filed~~attached ~~herewith~~ as Exhibit 99.1 hereto and is incorporated ~~herein~~ by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of December 1, 2014, by and among Otsuka Pharmaceutical Co., Ltd., Bigarade Corporation and Avanir Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2014).
99.1		Press Release, issued by Avanir Pharmaceuticals, Inc., dated December 2, 2014.
3.1		Amended and Restated Certificate of Incorporation of Avanir Pharmaceuticals, Inc.
3.2		Amended and Restated Bylaws of Avanir Pharmaceuticals, Inc.
99.1		Press release issued by Otsuka Holdings Co., Ltd., dated January 13, 2015 (incorporated herein by reference to Exhibit (a)(5)(G) to Amendment No. 4 to the Schedule TO of Purchaser filed with the SEC on December 12, 2014).

Notice to Investors

The Offer described above has not yet commenced. This filing and the attached exhibits are not an offer to buy nor a solicitation of an offer to sell any securities of Avanir. The solicitation and the offer to buy shares of Avanir’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Parent and Acquisition Sub intend to file with the SEC. In addition, Avanir will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Avanir on Schedule 14D-9 and related materials with respect to the tender offer and the Merger free of charge at the website of the SEC at www.sec.gov, and from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Avanir under the “Investors” section of Avanir’s website at www.avanir.com. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION

STATEMENT OF AVANIR AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES PURSUANT TO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

Forward-Looking Statements

Statements included in this report that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Avanir’s current beliefs and expectations. These forward-looking statements include without limitation statements regarding the planned completion of the Offer and the Merger. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Avanir’s actual future results may differ materially from Avanir’s current expectations due to the risks and uncertainties inherent in its business. These risks include, but are not limited to: uncertainties as to the timing of the Offer and the Merger; uncertainties as to the percentage of Avanir’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, customers, vendors and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the business of Avanir, including the risks detailed under “Risk Factors” and elsewhere in Avanir’s public periodic filings with the SEC, as well as the tender offer materials to be filed by Parent and Acquisition Sub and the Solicitation/Recommendation Statement to be filed by Avanir in connection with the Offer. All forward-looking statements are qualified in their entirety by this cautionary statement and Avanir undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

SIGNATURES

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.

	AVANIR PHARMACEUTICALS, INC.
Date: December 2, 2014	By:	/s/ Christine G. Ocampo
Date: January 13, 2015	By:	/s/ Christine G. Ocampo
	Name: Christine G. Ocampo
	Name:	Christine G. Ocampo
	Title: Vice President, Chief Accounting Officer
	Title:	Vice President, Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of December 1, 2014, by and among Otsuka Pharmaceutical Co., Ltd., Bigarade Corporation and Avanir Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2014).
99.1		Press Release, issued by Avanir Pharmaceuticals, Inc., dated December 2, 2014.
3.1		Amended and Restated Certificate of Incorporation of Avanir Pharmaceuticals, Inc.
3.2		Amended and Restated Bylaws of Avanir Pharmaceuticals, Inc.
99.1		Press release issued by Otsuka Holdings Co., Ltd., dated January 13, 2015 (incorporated herein by reference to Exhibit (a)(5)(G) to Amendment No. 4 to the Schedule TO of Purchaser filed with the SEC on December 12, 2014).

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