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 the earliest event reported): March 1, 2005
Valeant Pharmaceuticals International
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 1-11397 | | 33-0628076 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S Employer
Identification No.) |
3300 Hyland Avenue
Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
(714) 545-0100
(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:
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))
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TABLE OF CONTENTS
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 1, 2005, Valeant Pharmaceuticals International (the “Company”), completed its acquisition of Xcel Pharmaceuticals, Inc. (“Xcel”) for a purchase price of $280 million. The purchase price was paid in cash and a portion of the purchase price was paid using proceeds from the Company’s offering of 8,280,000 shares of its common stock. The Company’s equity offering closed on February 9, 2005. The Company issued a press release in connection with the completion of its acquisition of Xcel. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Audited balance sheet of Xcel as of December 31, 2002 and 2003 and the related audited statements of operations, stockholders’ equity and cash flows for the period January 24, 2001 (inception) through December 31, 2001 and the years ended December 31, 2002 and 2003 and unaudited balance sheet of Xcel as of September 30, 2004 and the related unaudited statements of operations and cash flows for the nine months in the periods ended September 30, 2003 and 2004 and the unaudited statement of stockholders’ equity for the nine months in the period ended September 30, 2004 (incorporated by reference to Exhibits 99.4 and 99.5 to the Company’s Current Report on Form 8-K filed on February 2, 2005).
(b) Pro Forma Financial Information
Unaudited pro forma combined balance sheet of Valeant Pharmaceuticals International as of September 30, 2004 and pro forma combined statements of operations for the fiscal year ended December 31, 2003 and the nine months ended September 30, 2004 and related notes to unaudited pro forma combined financial statements (incorporated by reference to Exhibit 99.6 to the Company’s Current Report on Form 8-K filed on February 2, 2005).
(c) Exhibits
| | | |
| Exhibit Number | | Description |
| 23.1 | | Consent of Deloitte & Touche LLP, Independent Auditors |
| 99.1 | | Press release announcing completion of acquisition of Xcel Pharmaceuticals, Inc., dated March 1, 2005. |
| 99.2 | | Agreement and Plan of Merger dated February 1, 2005 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 2, 2005). |
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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: March 1, 2005 | VALEANT PHARMACEUTICALS INTERNATIONAL
| |
| | By | /s/ Bary G. Bailey | |
| | | Bary G. Bailey | |
| | | Executive Vice President and Chief Financial Officer | |
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EXHIBIT INDEX
| | | |
| Exhibit Number | | Description |
| 23.1 | | Consent of Deloitte & Touche LLP, Independent Auditors |
| 99.1 | | Press release announcing completion of acquisition of Xcel Pharmaceuticals, Inc., dated March 1, 2005. |
| 99.2 | | Agreement and Plan of Merger dated February 1, 2005 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 2, 2005). |
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