UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934.

Date of Report: ~~September 27~~October 13, 2017

(Date of earliest event reported)

SciClone Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-19825	94-3116852
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
950 Tower Lane, Suite 900, Foster City, CA		94404
(Address of principal executive offices)		(Zip Code)

950 Tower Lane, Suite 900,

Foster City, CA

94404

(Address of principal executive offices)

(Zip Code)

(650) 358-3456

(Registrant’s 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:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~As 5previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) by SciClone Pharmaceuticals, Inc.07 ~~Submission~~(“SciClone” or the “Company”) on June 8, 2017, SciClone entered into an Agreement and Plan of ~~matters~~Merger to(the “Merger Agreement”), dated June 7, 2017, by and among the Company, Silver Biotech Investment Limited, a ~~vote~~company organized under the laws of ~~Security~~the ~~Holders~~Cayman Islands (“Holdco”), and Silver Delaware Investment Limited, a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”), under which Merger Sub shall be merged with and into the Company (the “Merger”), with the Company continuing after the Merger as the surviving corporation and subsidiary of Holdco.

OnItem ~~September 27, 2017, SciClone Pharmaceuticals, Inc~~2.,01 aCompletion ~~Delaware corporation (the “Company”), held a special meeting (the “Special Meeting”)~~ of ~~the~~Acquisition ~~stockholders~~or ofDisposition ~~the Company (the “Stockholders”) in connection with the transaction contemplated by that certain Agreement and Plan~~ of Merger, dated June 7, 2017 (the “Merger Agreement”), between the Company, Silver Biotech Investment Limited, a company organized under the laws of the Cayman Islands (“Holdco”), and Silver Delaware Investment Limited, a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”), under which Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing after the Merger as the surviving corporation and subsidiary of HoldcoAssets.

AtOn ~~the~~October 13, ~~Special Meeting~~2017, ~~shares~~pursuant ~~constituting a quorum~~ to ~~conduct~~the ~~business~~terms ~~were~~of ~~present~~the ~~in person~~Merger ~~or by proxy~~Agreement, ~~and~~Holdco ~~all~~completed ~~proposals~~its ~~considered~~acquisition ~~and~~of ~~voted on by~~ the ~~Stockholders~~Company atthrough the ~~Special~~merger ~~Meeting~~of Merger ~~were~~Sub ~~approved.~~with ~~The~~and ~~proposals~~into ~~are described in detail in~~ the Company~~’s definitive proxy statement filed on August 18~~, ~~2017~~ with the ~~Securities~~ ~~and~~Company ~~Exchange~~continuing ~~Commission~~after (the ~~“SEC”)~~Merger ~~and~~as the ~~supplemental~~surviving ~~disclosures~~corporation ~~filed~~and ~~with~~subsidiary ~~the~~of ~~SEC in the Company’s Report on Schedule 14A on September 15, 2017~~Holdco.

~~The~~At ~~following~~the ~~summarizes~~effective time of the Merger (the “Effective Time”), each share of the ~~proposals~~Company’s common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding immediately prior to the ~~voting~~Effective ~~results~~Time ~~thereon:~~(other than (i) shares of the Common Stock that were held by the Company, Holdco or Merger Sub or any direct or indirect wholly-owned subsidiary of either the Company or Holdco, including the shares held by GL Trade Investments Limited, and (ii) certain shares of the Common Stock with respect to which the holder thereof shall have properly complied with the provisions of Section 262 of the General Corporation Law of the State of Delaware as to appraisal rights) was converted into the right to receive $11.18 in cash, without interest (the “Merger Consideration”).

~~Proposal~~In 1addition, –at ~~Approval~~the Effective Time, each award of ~~the~~restricted ~~Merger~~stock ~~Agreement~~units and performance restricted stock units (whether vested or unvested) was cancelled and extinguished without payment, except as provided by the Merger Agreement with respect to any required deferred payment.

AtIn addition, at the ~~Special~~Effective ~~Meeting~~Time, each stock option that was vested and unexercised as of immediately prior to the ~~Stockholders~~Effective ~~voted~~Time onwas cancelled and converted into the ~~proposal~~right to ~~approve~~receive ~~and~~from ~~adopt~~the Company a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Merger ~~Agreement~~Consideration over (y) the per share exercise price of such stock option and ~~approve~~(ii) the number of shares of Common Stock subject to such stock option as of the ~~Merger~~Effective Time. Except as otherwise provided in the preceding sentence, each outstanding and ~~other~~unexercised ~~transactions contemplated~~stock byoption as of the ~~Merger~~Effective ~~Agreement~~Time was cancelled and extinguished without payment.

Votes For		Votes Against		Abstentions
35,567,334		321,412		813,487

The foregoing description of the effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 8, 2017, and is attached as Exhibit 2.1 hereto and incorporated herein by reference.

~~Proposal~~Item 23.01 –Notice ~~Adjournment~~ of ~~the~~Delisting ~~Special~~or ~~Meeting~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

AtIn connection with the ~~Special~~closing ~~Meeting~~of the Merger, SciClone notified the ~~Stockholders~~Nasdaq ~~voted~~Global Select Market (“NASDAQ”) on October 13, 2017 that the ~~proposal~~Merger towas ~~adjourn~~consummated and trading of the ~~special~~common ~~meeting~~stock toof aSciClone ~~later~~on ~~date~~NASDAQ orhas ~~dates~~been suspended. Accordingly, ifNASDAQ ~~necessary~~has orfiled ~~appropriate,~~a tonotification ~~solicit~~of delisting of Sciclone’s common stock from NASDAQ and deregistration of ~~additional~~SciClone’s ~~proxies~~common ifstock ~~there~~under ~~are~~Section 12(b) ~~insufficient~~of ~~votes~~the toSecurities ~~approve~~Exchange ~~and~~Act ~~adopt~~of 1934, as amended (the ~~Merger~~“Exchange ~~Agreement~~Act”) ~~and~~on ~~approve~~Form 25 with the ~~Merger~~SEC. atSciClone intends to file a certification on Form 15 with the ~~time~~SEC to cause SciClone’s reporting obligations under Sections 13 and 15(d) of the ~~Special~~Exchange ~~Meeting~~Act to be suspended.

Votes For		Votes Against		Abstentions
32,924,298		2,927,878		850,057

Item 3.03 Material Modification to Rights of Security Holders.

~~Proposal~~To the extent required by Item 3.03 –of ~~Advisory~~Form ~~Vote~~8-K, tothe ~~Approve~~information ~~Merger~~disclosed under Item 2.01 and Item 5.01 of this Current Report on Form 8-~~Related~~K ~~Compensation~~is incorporated by reference into this Item 3.03.

AtPursuant to the ~~Special~~Merger ~~Meeting,~~Agreement and ~~the~~in ~~Stockholders~~connection ~~voted~~with on the ~~non-binding,~~consummation ~~advisory~~of ~~proposal~~the toMerger, ~~approve~~each ~~certain~~outstanding ~~compensation~~share ~~payable~~of orCommon ~~that~~Stock ~~may~~(except ~~become~~as ~~payable~~described toin ~~the Company’s~~Item 2.01) ~~named~~was ~~executive~~converted ~~officers~~into inthe ~~connection~~right ~~with~~to receive the Merger Consideration.

Votes For		Votes Against		Abstentions
34,585,579		1,191,574		925,080

Item 5.01 Changes in Control of Registrant.

~~SIGNATURE~~The information set forth under Item 2.01 is incorporated herein by reference.

~~Pursuant~~As toa ~~the~~result ~~requirements~~ of the ~~Securities~~Merger, ~~Exchange~~a ~~Act~~change in control of ~~1934,~~the Company occurred and the ~~registrant~~Company ~~has~~became ~~duly~~a subsidiary ~~caused~~of ~~this~~Holdco. ~~report~~The totransaction beinvolved ~~signed~~aggregate onconsideration ~~its~~of ~~behalf~~$607.2 bymillion, ~~the~~including ~~undersigned hereunto~~$554.1 ~~duly~~million ~~authorized~~in cash.

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

Upon completion of the Merger, Ting Ping Ping, who constituted the Board of Directors of Merger Sub, became the director of the Company, and each of the six directors of the Company immediately prior to the Effective Time (Jon S. Saxe, Friedhelm Blobel, Ph.D., Nancy T. Chang, Ph.D., Richard J. Hawkins, Gregg A. Lapointe and Simon Li) are no longer directors of the Company.

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

Effective upon completion of the Merger, pursuant to the Merger Agreement, the certificate of incorporation of Merger Sub as in effect immediately prior to the effective time of the Merger became the certificate of incorporation of the Company and the bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger became the bylaws of the Company. The certificate of incorporation and the bylaws of the Company as so amended are attached as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Title

2.1		Agreement and Plan of Merger by and among Company, Holdco and Merger Sub dated June 7, 2017 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2017).

3.1		Amended and Restated Certificate of Incorporation of SciClone Pharmaceuticals, Inc.

3.2		Amended and Restated Bylaws of SciClone Pharmaceuticals, Inc.

SIGNATURE

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.


Dated: October 13, 2017	SCICLONE PHARMACEUTICALS, INC.

	By:	/s/ Wilson W. Cheung
		Wilson W. Cheung

		Chief Financial Officer and Senior Vice President, Finance

Dated: September 27, 2017

SCICLONE PHARMACEUTICALS, INC.

/s/ Wilson W. Cheung

Wilson W. Cheung

Chief Financial Officer and Senior Vice President, Finance

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