UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest reported event): August 12, 2005
GEOPHARMA, INC.
(Exact name of registrant as specified in charter)
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| Florida | | 001-16185 | | 59-2600232 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 6950 Bryan Dairy Road, Largo, Florida | | 33777 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (727) 544-8866
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)) |
| ITEM 1.01 | Entry Into Material Agreement |
On August 12, 2005, the Company, through a newly-formed subsidiary, has acquired substantially all of the assets of Consolidated Pharmaceutical Group, Inc., an antibiotic manufacturer located in Baltimore, Maryland. The acquisition was made through American Antibiotics LLC, a newly formed Florida limited liability company. GeoPharma has a 51% controlling interest in American Antibiotics. The $3 million purchase price was comprised of cash of $500,000 and a $2.5 million, 5% interest, three-year note payable in equal, annual installments commencing in twelve months. The purchase price included certain manufacturing equipment and intellectual property including five ANDAs in 10 dosage forms; Amoxicillin 250mg and 500mg oral capsule, Amoxicillin 125mg / 5ml and 250mg / 5ml suspensions, Ampicillin 250mg and 500mg oral capsule, Ampicillin 125mg / 5ml and 250mg / 5ml suspensions, and Penicillin V. Potassium 125mg / 5ml and 250mg / 5ml suspension. The Baltimore manufacturing facility will remain rent-free for the longer of twelve months or until such time that the facility has been upgraded to meet current FDA and cGMP standards.
| ITEM 9.01 | Financial Statements and Exhibits |
No proformas or audited financial statements are to be filed for this transaction as it does not meet the requirements of a business purchase in accordance with EITF 98-3, Article 11 and Rule 3.05(b) of Regulation S-X.
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| Exhibit 10.1 | | Purchase Agreement dated August 12, 2005 |
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| Exhibit 99.1 | | Press release dated August 16, 2005 |
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.
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| | | | | GEOPHARMA, INC. |
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Date: September 15, 2005 | | | | | | /s/ Mihir K. Taneja |
| | | | | | | | | Mihir K. Taneja, Chief Executive Officer |
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| | | | | | | | | /s/ Carol Dore-Falcone |
| | | | | | | | | Carol Dore-Falcone, Vice President and Chief Financial Officer |
