1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
______________________________________________________________________________
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995.............................
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
______________________________________________________________________________
FOR THE QUARTER ENDED COMMISSION FILE NUMBER
SEPTEMBER 30, 1995 1-10269
ALLERGAN, INC.
A DELAWARE CORPORATION IRS EMPLOYER IDENTIFICATION
95-1622442
2525 DUPONT DRIVE, IRVINE, CALIFORNIA 92715
TELEPHONE NUMBER 714/246-4500
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
(1) X yes no
----- -----
(2) X yes no
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
As of October 31, 1995 there were 64,468,472 shares of common stock
outstanding.
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ALLERGAN, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995
INDEX
Page
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
(A) Consolidated Statements of Earnings - 3
Three Months and Nine Months Ended
September 30, 1995 and 1994
(B) Consolidated Balance Sheets - 4
September 30, 1995 and December 31, 1994
(C) Consolidated Statements of Cash Flows - 5
Nine Months Ended September 30, 1995 and 1994
(D) Notes to Consolidated Financial Statements 6-7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8-11
PART II - OTHER INFORMATION
ITEM 1 12
ITEM 5 12
ITEM 6 14
Signature 15
Exhibits
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3
PART I - FINANCIAL INFORMATION
Allergan, Inc.
Consolidated Statements of Earnings
(In millions, except per share amounts)
Three months Nine months
ended September 30, ended September 30,
----------------------- -----------------------
1995 1994 1995 1994
------ ------ ------ ------
Net Sales $273.6 $242.2 $764.1 $677.0
Operating costs and expenses:
Cost of sales 83.6 74.9 236.4 205.8
Selling, general and
administrative 112.0 99.5 331.9 281.9
Research and development 27.9 26.2 79.9 80.0
Contribution to ALRT -- -- 50.0 --
------ ------ ------ ------
223.5 200.6 698.2 567.7
------ ------ ------ ------
Operating income 50.1 41.6 65.9 109.3
Nonoperating income (expense):
Interest income 2.3 2.2 7.3 5.9
Interest expense (4.7) (3.2) (10.2) (8.2)
Other, net 1.2 3.4 6.0 3.7
------ ------ ------ ------
(1.2) 2.4 3.1 1.4
------ ------ ------ ------
Earnings from operations
before income taxes and
minority interest 48.9 44.0 69.0 110.7
Provision for income taxes 14.4 13.1 35.0 32.9
Minority interest 0.3 0.7 1.1 1.9
------ ------ ------ ------
Net Earnings $ 34.2 $ 30.2 $ 32.9 $ 75.9
====== ====== ====== ======
Net Earnings Per Common Share $ 0.53 $ 0.47 $ 0.51 $ 1.19
====== ====== ====== ======
Weighted Average Common
Shares Outstanding 65.1 64.0 64.7 63.8
See accompanying notes to consolidated financial statements.
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4
Allergan, Inc.
Consolidated Balance Sheets
(In millions, except share data)
September 30, December 31,
1995 1994
------------- ------------
ASSETS
Current assets:
Cash and equivalents $ 84.6 $ 130.7
Trade receivables, net 207.5 179.7
Inventories 112.4 96.8
Other current assets 95.2 78.3
-------- --------
Total current assets 499.7 485.5
Investments and other assets 162.9 133.4
Property, plant and equipment, net 338.0 314.8
Goodwill and intangibles, net 223.0 126.1
-------- --------
Total assets $1,223.6 $1,059.8
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 54.8 $ 48.6
Accounts payable 47.7 59.9
Accrued expenses 150.9 148.7
Income taxes 29.3 66.5
-------- --------
Total current liabilities 282.7 323.7
Long-term debt 261.0 83.7
Other liabilities 48.4 38.5
Commitments and contingencies
Minority interest -- 10.6
Stockholders' equity:
Preferred stock, $.01 par value; authorized -- --
5,000,000 shares; none issued
Common stock, $.01 par value; authorized
150,000,000 shares; issued 67,326,000
and 67,387,000 shares 0.7 0.7
Additional paid-in capital 198.1 196.7
Foreign currency translation
adjustment 1.5 4.2
Investment market value adjustment -- --
Retained earnings 495.5 485.3
-------- --------
695.8 686.9
Less - treasury stock, at cost
(2,876,000 and 3,724,000 shares) (64.3) (83.6)
-------- --------
Total stockholders' equity 631.5 603.3
-------- --------
Total liabilities and
stockholders' equity $1,223.6 $1,059.8
======== ========
See accompanying notes to consolidated financial statements.
4
5
Allergan, Inc.
Consolidated Statements of Cash Flows
(In millions)
Nine months
ended September 30,
------------------------
1995 1994
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 32.9 $ 75.9
Non-cash items included in net earnings:
Depreciation and amortization 43.6 34.8
Amortization of prepaid royalties 5.4 3.8
Deferred income taxes (0.5) (0.4)
Loss on sale of assets 1.3 4.5
Expense of compensation plans 2.1 1.4
Minority interest 1.1 1.9
Changes in assets and liabilities:
Trade receivables (18.4) (16.8)
Inventories (5.8) 1.1
Accounts payable (15.5) (16.5)
Accrued liabilities (14.0) (7.1)
Income taxes (35.7) 5.0
Other (19.6) (5.7)
------ ------
Net cash provided by/(used in)
operating activities (23.1) 81.9
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (39.9) (28.9)
Disposals of property, plant and equipment 0.9 0.8
Prepayments of royalties (14.6) (5.5)
Acquisitions of businesses (109.5) (16.0)
Other, net (32.3) (20.7)
------ ------
Net cash used in investing activities (195.4) (70.3)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to stockholders (22.2) (19.7)
Net borrowings under commercial paper obligations 112.2 9.6
Increase in notes payable 4.6 2.8
Sale of stock to employees 13.8 7.8
Proceeds from long term debt 69.0 10.0
Repayments of long term debt (7.0) (1.4)
Payments to acquire treasury stock -- (21.6)
------ ------
Net cash provided by/(used in)
financing activities 170.4 (12.5)
------ ------
Effect of exchange rates on cash and
equivalents 2.0 5.3
------ ------
Net increase/(decrease) in cash and equivalents (46.1) 4.4
Cash and equivalents at beginning of period 130.7 141.8
------ ------
Cash and equivalents at end of period $ 84.6 $146.2
====== ======
See accompanying notes to consolidated financial statements.
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Allergan, Inc.
Notes to Consolidated Financial Statements
1. In the opinion of management, the accompanying consolidated financial
statements contain all adjustments necessary (consisting only of normal
recurring accruals) to present fairly the financial information contained
therein. These statements do not include all disclosures required by generally
accepted accounting principles and should be read in conjunction with the
audited financial statements of the Company for the year ended December 31,
1994. The results of operations for the nine months ended September 30, 1995
are not necessarily indicative of the results to be expected for the year
ending December 31, 1995. Earnings per common and common equivalent share were
computed by dividing net earnings by the weighted average number of common and
common equivalent shares outstanding during the respective periods.
2. Components of inventory were:
September 30, December 31,
1995 1994
------------- ------------
(in millions)
Finished goods $ 73.2 $ 69.7
Work in process 13.6 8.4
Raw materials 25.6 18.7
------ ------
Total $112.4 $ 96.8
====== ======
3. Income taxes are determined using an estimated annual effective tax
rate, which is less than the U.S. Federal statutory rate, primarily because of
lower tax rates in Puerto Rico and in certain non U.S. jurisdictions.
Withholding and U.S. taxes have not been provided for unremitted earnings of
certain non U.S. subsidiaries because the Company expects that such earnings
have been or will be reinvested in operations, or will be offset by appropriate
credits for foreign income taxes paid.
4. The Company is involved in various litigation and claims arising in the
normal course of business. The Company's management believes that recovery or
liability with respect to these matters would not have a material adverse
effect on the consolidated financial position and results of operations of the
Company.
5. The Company and Ligand Pharmaceuticals Incorporated (Ligand) operated a
joint venture for the purpose of performing certain research and development
activities. In December 1994, Allergan and Ligand formed a new research and
development company, Allergan Ligand Retinoid Therapeutics, Inc. (ALRT) to
function as the successor to the joint venture between the Company and Ligand.
During the quarter ended June 30, 1995, ALRT raised $32.5 million in a public
offering of units consisting of shares of ALRT stock and Ligand warrants. At
the completion of the offering in June 1995, Ligand contributed $17.5 million
to ALRT for a right to acquire all of the stock of ALRT at specified future
dates and amounts. At the same time, the Company contributed $50.0 million to
ALRT in exchange for rights to acquire one half of all technologies and other
assets in the event Ligand exercises its right to acquire all of the stock of
ALRT, or a similar right to acquire all of the stock of ALRT if Ligand does not
exercise its right. The Company also purchased $6.0 million of Ligand common
stock at the time
6
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Allergan, Inc.
Notes to Consolidated Financial Statements (Continued)
of its contribution to ALRT. The Company accounted for its $50.0 million
contribution as a charge to operating expense at the time of the contribution.
6. On October 18, 1995 the Board of Directors declared a quarterly cash
dividend of $0.12 per share, payable December 8, 1995 to stockholders of record
on November 17, 1995.
7
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ALLERGAN, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1995
RESULTS OF OPERATIONS
The following table compares 1995 and 1994 net sales by Product Line for the
third quarter and year-to-date periods:
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- ----------------------
(in millions)
Net Sales by Product Line: 1995 1994 1995 1994
------ ----- ------ ------
Eye Care
Pharmaceuticals $112.3 $99.9 $297.2 $281.8
Surgical 47.5 35.4 136.0 96.6
Optical Lens Care 90.5 89.4 269.1 248.8
------ ------ ------ ------
250.3 224.7 702.3 627.2
Skin Care 11.1 8.9 27.4 24.7
Botox(R) 12.2 8.6 34.4 25.1
------ ------ ------ ------
Total Net Sales $273.6 $242.2 $764.1 $677.0
====== ====== ====== ======
For the quarter ended September 30, 1995 total net sales increased 13% to
$273.6 million as compared to the third quarter of 1994. Net sales for the
nine months ended September 30, 1995 were $764.1 million, or 13% greater than
the comparable 1994 amount. The impact of foreign currency fluctuations for
the three month period ended September 30, 1995 increased sales by $8.0 million
over the prior comparable period. For the nine months ended September 30,
1995, the impact of foreign currency fluctuations increased sales by $29.7
million over the prior comparable period. Sales growth excluding the impact of
foreign exchange between comparable periods was 10% for the third quarter and
9% for the nine months ended September 30, 1995. These sales growth rates are
affected, in part, by the highly competitive and, in certain cases, also highly
regulated markets worldwide in which the Company competes. The ability to
increase prices has been limited by, among other reasons, governmental actions,
customer demands, the introduction of competitors' innovative products and the
introduction of lower cost generic products. An impact to the Company for
those affected product lines is the partial loss of the ability to utilize
price increases to offset the effect of inflation on costs and expenses.
For the three months ended September 30, 1995, Eye Care Pharmaceuticals sales
increased 12% over the comparable 1994 period. For the nine months ended
September 30, 1995, such sales increased by 5% over the comparable 1994 period.
During the first nine months of 1995, growth in sales has been negatively
impacted primarily as a result of a decrease in wholesaler demand in the United
States as a result of a late fourth quarter 1994 price increase. Sales growth
has also been negatively impacted by governmental pressure to restrict price
increases in the United States, governmental actions to control or reduce
prices in many international markets, customer demands and the introduction of
lower cost generic products. The largest sales volume products in this product
line are glaucoma therapy products, including Betagan(R) and Propine(R)
ophthalmic solutions. In 1994, the Company and major competitors introduced
generic versions of Betagan(R) (levobunolol) and Propine(R) (dipivefrin). The
impact of this form of competition has reduced sales. In June 1995, the
Company acquired Laboratorios Frumtost, S.A., a manufacturer of pharmaceutical
products
8
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Allergan, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1995 (Continued)
RESULTS OF OPERATIONS (Continued)
in Brazil. Frumtost products contributed $8.3 million to sales in the third
quarter of 1995.
Surgical sales increased 34% in the third quarter of 1995 compared to the third
quarter of 1994. For the first nine months of 1995, surgical sales were 41%
greater than the comparable period in 1994. For the third quarter, domestic
sales increased 11% while international sales increased 65% over the prior
comparable quarter. For the nine month period ended September 30, 1995,
domestic sales increased 24% and international sales increased 62% compared to
the first nine months of 1994. Increases in both silicone and PMMA intraocular
lens (IOLs) sales, along with increased sales of phacoemulsification surgical
instruments, contributed to the growth. In September 1994 the Company acquired
the assets of Ioptex Research Inc., a manufacturer of PMMA IOLs. In January
1995, the Company acquired Optical Micro Systems, Inc. (OMS), a manufacturer
of phacoemulsification surgical instruments. Sales of $5.6 million in the
third quarter and $17.7 million for the first nine months of 1995 of Ioptex and
OMS products are included in 1995 surgical net sales. IOL selling prices
continue to decline in the United States and many international markets as a
result of competitive pressures and governmental actions reducing reimbursement
rates for cataract surgery.
Optical lens care sales of $90.5 million for the three months ended September
30, 1995 were 1% higher than the third quarter of 1994. Sales for the nine
months ended September 30, 1995 of $269.1 million increased by 8% compared to
1994 sales. Domestic optical sales decreased by 4% in the third quarter and
increased by 3% in the first nine months of 1995 compared to comparable 1994
amounts. Optical sales in international markets increased by 3% in the third
quarter and 10% in the first nine months of 1995 compared to comparable 1994
results. The decrease in domestic sales in the third quarter of 1995 was the
result of differences in timing of seasonal product promotions. The sales
increases in both markets were primarily the result of growth in sales of the
Complete(R) brand one bottle disinfecting system. Complete(R) brand was
introduced in international markets beginning in 1993, and in the United
States market in June 1994.
Skin Care Pharmaceuticals third quarter 1995 sales were 25% higher than the
comparable quarter in 1994. Sales for the nine months ended September 30, 1995
were 11% higher than the comparable period in 1994. In December 1994, the
Company acquired Lorsen S.A., a manufacturer of skin care products in
Argentina. In July 1995, the Company acquired the assets of Herald Pharmacal,
a manufacturer of skin care products in the United States. Increases in sales
in 1995 were the result of these acquisitions, offset by declines in sales of
other skin care products. During the first nine months of 1995, growth in net
sales was negatively impacted by a decrease in wholesaler demand in the United
States as a result of a late fourth quarter 1994 price increase.
Botox(R) (Botulinum Toxin Type A) purified neurotoxin complex sales increased
by 42% in the third quarter and 37% in the first nine months of 1995 compared
to 1994 results. The increase was the result of strong growth in both the
United States and international markets.
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10
Allergan, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1995 (Continued)
RESULTS OF OPERATIONS (Continued)
Allergan's gross margin percentage for the third quarter of 1995 was 69.4% of
net sales, which represents a 0.3 percentage point increase from the third
quarter of 1994. The gross margin percentage for the nine months ended
September 30, 1995 was 69.1% representing a 0.5 percentage point decrease from
the comparable 1994 percentage. The increase in gross margin percentage in the
third quarter was primarily the result of product mix shifts. The decrease
during the first nine months of 1995 is a result of, among other things, the
net unfavorable impact of pressures on certain unit average selling prices and
product mix shifts. Gross margin increased in the third quarter of 1995 and
for the first nine months of 1995 over 1994 periods primarily as a result of
increases in net sales.
Operating income was $50.1 million for the third quarter and $65.9 million for
the nine months ended September 30, 1995. Results in 1995 for the nine month
period include a charge of $50 million for a contribution to a new research and
development company, Allergan Ligand Retinoid Therapeutics, Inc. (ALRT).
Excluding the impact of the charge, operating income was $115.9 million for the
nine months ended September 30, 1995. The third quarter amount of $50.1
million represents a 20% increase while the nine month result of $115.9
million, excluding the $50.0 million charge, reflects a 6% increase in
operating income compared to 1994 results. The increases in the third quarter
and the first nine months of 1995 were the result of increased gross margin
from increased sales and the favorable impact of foreign currency changes,
offset by an increase in selling, general and administrative expense. For the
nine months ended September 30, 1995, selling, general and administrative
expense includes a one-time charge of $4.0 million as a result of a product
recall. The increases in selling, general and administrative expense in 1995
were also the result of acquisitions of new businesses, promotional expenses
related to Complete(R) brand and the surgical business, and the impact of
foreign currency changes.
Net earnings increased $4.0 million to $34.2 million for the third quarter of
1995 compared to $30.2 million for the third quarter of 1994. Net earnings
were $32.9 million for the nine months ended September 30, 1995. This amount
includes the $50.0 million charge for the contribution to ALRT. Excluding such
charge, net earnings for the nine months ended September 30, 1995 were $82.9
million compared to $75.9 million in 1994. Net earnings increased in the third
quarter as a result of the increase in operating income offset by currency
exchange losses included in non-operating income, and an increase in interest
expense. For the nine months ended September 30, 1995, net earnings, excluding
the $50.0 million charge, increased as a result of an increase in operating and
non-operating income. Non-operating income increased as a result of currency
exchange gains, an increase in royalty income and realization of interest on a
note.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1995, the Company had no borrowings against its bank credit
facility. This facility allows for borrowings of up to $225 million on a
revolving basis through September 1999. Borrowings under the credit facility
are subject to certain financial and operating covenants, including a
requirement that the Company maintain certain financial ratios
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Allergan, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1995 (Continued)
LIQUIDITY AND CAPITAL RESOURCES (Continued)
and other customary covenants for credit facilities of a similar kind. As of
September 30, 1995, the Company had commercial paper borrowings of $155 million
including $125 million classified as long-term debt.
The net cash used in operating activities for the nine months ended September
30, 1995 was $23.1 million compared with $81.9 million provided by operating
activities for the respective 1994 period. Operating cash flow in 1995 was
reduced primarily by the $50 million charge for the contribution to ALRT. In
addition, operating cash flow in 1995 was decreased as a result of a
significant reduction in income taxes payable. Most of the Company's existing
cash and equivalents are held by its non-U.S. subsidiaries and the Company
expects that they will be reinvested in operations outside the United States.
The Company invested $39.9 million in new facilities and equipment during the
nine months ended September 30, 1995 compared to $28.9 million during the same
period in 1994. In 1995, the Company invested $109.5 million in the
acquisition of businesses including OMS, Laboratorios Frumtost, S.A., the
assets of Herald Pharmacal, and the minority interest in a joint venture with
Santen Pharmaceuticals.
Cash provided by financing activities was $170.4 million in the nine months
ended September 30, 1995 compared to $12.5 million cash used in financing
activities in 1994. The amounts include dividend outflows of $22.2 million in
1995 and $19.7 million in 1994. The 1995 amount includes proceeds from
commercial paper and long-term debt to provide cash to fund acquisitions of
businesses, the contribution to ALRT, and prepayments of royalties. The 1994
amount also includes $21.6 million outflow for purchases of treasury stock.
11
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Allergan, Inc.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
In October 1993, the Company disclosed to the U.S. Department of
Commerce Office of Export Enforcement (the "Commerce Department") that it had
been shipping its medicine, Botox(R) purified neurotoxin complex, under general
license authority to various foreign countries in the period since July 15,
1992, when the active ingredient in Botox(R), an attenuated form of botulinum
toxin, was reclassified to require validated export licensing. It is the
Company's position that the reclassification did not and could not apply to
medicines, such as Botox(R), that are exempt from validated export licensing by
statute and that have no potential application as biological warfare agents or
other undesired uses. After conducting a field investigation, in which the
Company cooperated, the Commerce Department advised the Company in the first
quarter of 1995 that it did not agree with the Company's position regarding the
export classification of Botox(R) and that it had referred the case to the
office of the U.S. Attorney in order to determine whether criminal charges
might be warranted. In August 1995, the U.S. Attorney's office advised the
Company that it had referred the matter back to the Commerce Department,
without levying any formal charges, for evaluation of possible civil liability.
The Company continues to cooperate in the investigation and in September 1995
Company representatives met with representatives of the Commerce Department to
once again review the matter, which is now under advisement at the Department
of Commerce. The Company believes that any civil penalties, to the extent they
are imposed, will not have a material adverse impact on the Company's business.
Item 5. Other Information.
Annual Meeting
The Company's next annual stockholders' meeting will be held on
Tuesday, April 23, 1996 at 10:00 A.M. at the Company's headquarters, Irvine,
California.
Nomination of Directors.
The Restated Certificate of Incorporation of the Company provides that
any stockholder entitled to vote for the election of directors at a meeting may
nominate persons for election as directors only if written notice of such
stockholder's intent to make such nomination is given, either by personal
delivery or United States mail, postage prepaid, to Francis R. Tunney, Jr.,
Secretary, Allergan, Inc., 2525 Dupont Drive, Irvine, CA 92715. To be timely,
a stockholder's notice must be delivered to, or mailed and received at, the
address provided not less than 30 days nor more than 60 days prior to the
scheduled annual meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided, however, that if less
than 40 days' notice or prior public disclosure of the date of the scheduled
annual meeting is given or made, notice by the stockholder, to be timely, must
be so delivered or received not later than the close of business on the tenth
day following the earlier of the day on which such notice of the date of the
scheduled annual meeting was mailed or the day on which such public disclosure
was made. A
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13
Allergan, Inc.
Nomination of Directors. (Continued)
stockholder's notice to the Secretary shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re- election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the Company which are
beneficially owned by the person, (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Rule 14a under the Securities Exchange Act of
1934, as amended; and (b) as to the stockholder giving the notice (i) the name
and address, as they appear on the Company's books, of the stockholder and (ii)
the class and number of shares of the Company's stock which are beneficially
owned by the stockholder on the date of such stockholder notice. The Company
may require any proposed nominee to furnish such other information as may be
reasonably required by the Company to determine the eligibility of such
proposed nominee to serve as director of the Company.
Other Business.
As of the date of this Quarterly Report on Form 10-Q, management knows
of two other matters that are expected to be brought before the stockholders at
the Annual Meeting, namely, approval of an amendment to the 1989 Incentive
Compensation Plan and approval of a bonus plan for corporate officers. With
respect to any additional matters, pursuant to the Company's Restated
Certificate of Incorporation only such business shall be conducted at an annual
meeting of stockholders as is properly brought before the meeting. For
business to be properly brought before an annual meeting by a stockholder, in
addition to any other applicable requirements, timely notice of the matter must
be first given to the Secretary of the Company. To be timely, written notice
must be received by the Secretary no less than 30 days nor more than 60 days
prior to the meeting. If less than 40 days' notice or prior public disclosure
of the meeting has been given to stockholders, then notice of the proposed
business matter must be received by the Secretary not later than ten days after
the mailing of notice of the meeting or such public disclosure. Any notice to
the Secretary must include as to each matter the stockholder proposes to bring
before the meeting (a) a brief description of the proposal desired to be
brought before the meeting and the reason for conducting such business at the
annual meeting, (b) the name and record address of the stockholder proposing
such business and any other stockholders known by such stockholder to be
supporting such proposal, (c) the class and number of shares of the Company
which are beneficially owned by the stockholder on the date of such stockholder
notice and by other stockholders known by such stockholder to be supporting
such proposal on the date of such stockholder notice, and (d) any material
interest of the stockholder in such business.
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14
Allergan, Inc.
Appointment of Chairman of the Board
On September 26, 1995, the Board of the Directors of the Company
unanimously determined that William C. Shepherd, president and chief executive
officer of the Company, will assume the additional title of chairman of the
board, effective January 1, 1996, when Gavin S. Herbert, currently chairman of
the board, will become chairman emeritus.
Item 6. Exhibits and Reports on Form 8-K
- Exhibits
(numbered in accordance with Item 601 of Regulation S-K)
(11) Statement re Computation of Per Share Earnings
(27) Financial Data Schedules
- Reports on Form 8-K.
(1) None.
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15
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 thereunto duly authorized.
Date: November 13, 1995 ALLERGAN, INC.
/s/ A. J. Moyer
--------------------------------------
A. J. Moyer
Corporate Vice President and
Chief Financial Officer
15