8-K
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):
January 5, 2009 (December 29, 2008)
ALPHARMA INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8593
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22-2095212 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
440 Route 22 East, Bridgewater
New Jersey 08807
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (908) 566-3800
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On December 29, 2008, King Pharmaceuticals, Inc. (“King”) and Albert Acquisition Corp.
(“Purchaser”) accepted for payment and paid for shares of Class A Common Stock, par value $0.20 per
share (the “Class A Common Stock”), of Alpharma Inc. (the “Company”), including the associated
preferred stock purchase rights (the “Rights”) validly tendered and not withdrawn pursuant to
Purchaser’s previously announced tender offer to purchase all issued and outstanding Class A Common
Stock (and the associated preferred stock purchase rights) (the “Offer”). In addition, on December
29, 2008, the merger (the “Merger”) of Purchaser with and into the Company was consummated in
accordance with the Agreement and Plan of Merger, dated as of November 23, 2008, among the Company,
King and Purchaser (the “Merger Agreement”). In connection with the closing of the Merger, the
Company has notified the New York Stock Exchange (the “NYSE”) of its intent to remove the Class A
Common Stock and the Rights from listing and has requested that the NYSE file a delisting
application with the Securities and Exchange Commission to delist the Class A Common Stock and the
Rights.
Item 3.02. Unregistered Sale of Equity Securities.
On
December 29, 2008, in accordance with the terms of the Merger
Agreement, Purchaser exercised its option (the “Top-Up Option”) to purchase shares of Class A Common Stock directly from the Company
and purchased 26 million shares of Class A Common Stock (the “Top-Up Shares”) at a price of $37.00
per share, the same amount paid for each share tendered and accepted for payment by Purchaser
pursuant to the Offer. Purchaser paid the purchase price by delivery of a promissory note to the
Company. The Top-Up Shares, when combined with the shares of Class A Common Stock purchased in the
Offer, were sufficient to give Purchaser aggregate ownership of more than 90% of the outstanding
shares of Class A Common Stock. At the time of the exercise of the Top-Up Option, Purchaser was a
direct wholly-owned subsidiary of King. At the effective time of the Merger, the Top-Up Shares
were cancelled. The Top-Up Shares were issued without registration under the Securities Act of
1933, as amended (the “Securities Act”), in reliance upon the exemption from registration set forth
in Section 4(2) of the Securities Act for transactions not involving a public offering.
Item 3.03. Material Modifications to Rights of Security Holders.
On December 29, 2008, pursuant to the terms of the Merger Agreement, each outstanding share of
the Class A Common Stock (together with each associated Right) not tendered and purchased pursuant to the
Offer (other than Class A Common Stock held by the Company, King, Purchaser, or shareholders who
properly exercise appraisal rights under Delaware law) was converted into the right to receive
$37.00 in cash, without interest and subject to any required withholding of taxes.
Item 5.01. Change in Control of Registrant.
Upon the acceptance of shares of Class A Common Stock for payment and the payment for such
shares pursuant to the Offer on December 29, 2008, a change in control of the Company occurred.
Pursuant to the terms of the Offer as set forth in the Tender Offer Statement on Schedule TO filed
by Purchaser on September 12, 2008, as amended, each share of the Company’s Class A Common Stock
(together with each associated Right) validly tendered pursuant to the
Offer and not withdrawn was entitled to receive $37.00 in cash, without interest and subject to any
required withholding of taxes. Pursuant to the Merger, each outstanding share of the Class A
Common Stock (together with each associated Right) not tendered and purchased pursuant to the Offer (other
than Class A Common Stock held by the Company, King, Purchaser or shareholders who properly
exercise appraisal rights under Delaware law) was converted into the right to receive $37.00 in
cash, without interest and subject to any required withholding of taxes and Purchaser was merged
with and into the Company. With the completion of the Offer and the Merger, the Company became a
wholly-owned subsidiary of King. The total amount of funds necessary to complete the Offer and the
Merger was approximately $1.6 billion. The source of funds for the Offer and the Merger included
a combination of King’s cash on hand, the Company’s cash on hand and borrowings by King under its
revolving credit facility, as amended, and a new senior secured term loan with Credit Suisse,
Cayman Islands Branch, Credit Suisse Securities (USA) LLC, Wachovia Bank, National Association and
Wachovia Capital Markets, LLC.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the terms of the Merger Agreement, upon the acceptance for payment and payment for
shares pursuant to the Offer on December 29, 2008, each of Peter Tombros, Finn Berg Jacobsen, Peter
W. Ladell, Ramon M. Perez and David C. U’Prichard resigned from the Board of Directors of the
Company, and have been replaced by designees selected by King. Upon completion of the Merger, Dean
J. Mitchell, the Chief Executive Officer, President and a director of the Company, also resigned
from the Board of Directors of the Company. None of the resigning
directors of the Company stated that his resignation related to any disagreement relating to the
Company’s operation, policies or practices. The Company’s new Board of Directors is comprised of
Brian A. Markison, Joseph Squicciarino and James W. Elrod, each of whom is an officer of King.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the
Company’s certificate of incorporation was amended and restated in its entirety. A copy of the
Company’s certificate of incorporation, as amended and restated pursuant to the Merger, is attached
hereto as Exhibit 3.1 and incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the
Company’s bylaws were amended and restated in their entirety. A copy of the Company’s bylaws, as
amended and restated pursuant to the Merger, is attached hereto as Exhibit 3.2 and incorporated
herein by reference.
Item 8.01. Other Events.
In connection with the acquisition of the Company by King, the rights to the Company’s branded
oral long-acting opioid (LAO) analgesic drug, Kadian®, were divested to Actavis Elizabeth, L.L.C.,
a Delaware limited liability company (“Actavis”). The divesture to Actavis is described in King’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 5, 2009,
and such description is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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3.1
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Amended and Restated Certificate of Incorporation of Alpharma Inc. |
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3.2
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Amended and Restated Bylaws of Alpharma 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.
Dated: January 5, 2009
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By:
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/s/ Thomas J. Spellman III
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Name:
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Thomas J. Spellman III |
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Title:
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Executive Vice President and |
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General Counsel |
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EXHIBIT INDEX
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| Exhibit |
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Description |
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3.1
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Amended and Restated Certificate of Incorporation of Alpharma Inc. |
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3.2
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Amended and Restated Bylaws of Alpharma Inc. |