UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 18, 1999
ALPHARMA INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8593 22-2095212
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification Number)
Incorporation)
One Executive Drive Fort Lee, New Jersey 07024
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code:(201)947-7774
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On June 18, 1999, Alpharma Inc. acquired all of the capital stock
of Isis Pharma GmbH and its subsidiary, Isis Puren ("Isis") from
Schwarz Pharma AG for approximately $152 million in cash, and a
further purchase price adjustment equal to any increase (or
decrease) in the net assets of Isis from January 1, 1999 to the
date of acquisition.
Isis operates a generic and branded pharmaceutical business in
Germany. The acquisition consisted of personnel (approximately
200 employees; 140 of whom are in the sales force) and product
registrations and trademarks. No plant, property or manufacturing
equipment were part of the acquisition.
Isis has annual revenues (primarily in Germany) when translated
at current exchange rates of approximately $75 million.
Approximately 80% of sales constitute cardiovascular products and
additionally the product portfolio comprises a broad range of
generic products (76 molecules) covering all major therapeutic
groups. The most important product of Isis is the cardiovascular
drug Pentalongr (penta-erythrityl-tetranitrate) prescribed for
coronary heart disease. Pentalongr is one of the most frequently
prescribed nitrates in the geographic area formerly constituting
East Germany.
The Company financed the $152 million cash payment under its $300
million Credit Facility ("1999 Credit Facility"). On June 2,
1999, the Company repaid borrowings under the 1999 Credit
Facility with a substantial portion of the proceeds from the
issuance of convertible subordinated notes as reported in the
Company's current report on Form 8-K dated June 2, 1999. Such
repayment created the capacity under the 1999 Credit Facility to
incur the borrowings used to finance the acquisition of Isis. The
1999 Credit Facility has been filed with the Securities and
Exchange Commission, includes the names of banks participating
therein and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements.
As of the date of filing of this Current Report on Form 8-K,
it is impracticable for the Registrant to provide the
financial statements required by this Item 7(a). In
accordance with Item 7 (a) (4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no
later than 60 days after July 2, 1999.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K,
it is impracticable for the Registrant to provide the pro
forma financial information required by this Item 7 (b). In
accordance with Item 7 (b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no
later than 60 days after July 2, 1999.
(c) Exhibits.
2.1 Sale and purchase agreement between Schwarz Pharma AG
"Seller" and Alpharma GmbH & Co. KG "Purchaser" and Alpharma Inc.
"Parent" dated June 18, 1999.
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.
ALPHARMA INC.
By: \s\ Jeffrey E. Smith
Jeffrey E. Smith
Executive Vice President
and Chief Financial
Officer
Date: July 2, 1999