SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 24, 2003
PHARMACEUTICAL RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE FILE NUMBER 1-10827 22-3122182
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
ONE RAM RIDGE ROAD, SPRING VALLEY, NEW YORK 10977
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (845) 425-7100
Item 5. OTHER EVENTS.
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REINCORPORATION OF PHARMACEUTICAL RESOURCES, INC.
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As of June 24, 2003, Pharmaceutical Resources, Inc. (the "Company") changed
its state of incorporation from New Jersey to Delaware. The reincorporation was
approved by a majority of the shareholders of the Company's outstanding shares,
voting in person or by proxy, at its Annual Meeting of Shareholders held on June
19, 2003. The reincorporation was effected by merging the Company with and into
Pharmaceutical Resources, Inc., a Delaware corporation and then a wholly-owned
subsidiary of the Company, with the Delaware corporation surviving (the
"Merger"). The reincorporation was effected primarily because the Company's
board of directors believed that governance under Delaware law would permit the
Company to manage its corporate affairs more effectively and efficiently than
under New Jersey law. The reincorporation did not result in any change in the
Company's business, management, assets, liabilities, board of directors, or
location of its principal facilities or headquarters.
Pursuant to the Merger, each share of common stock of the New Jersey
corporation was automatically converted into one share of common stock, $.01 par
value, of the Delaware corporation. It is not necessary for shareholders to
exchange their existing stock certificates in the New Jersey corporation for
stock certificates of the Delaware corporation. The Company's stock continues to
be listed for trading on the New York Stock Exchange under the symbol "PRX."
As a result of the reincorporation, the Company became the successor issuer
to the New Jersey corporation under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and will succeed to the New Jersey corporation's
reporting obligations thereunder. Pursuant to Rule 12g-3(a) under the Exchange
Act, the Company's common stock is deemed registered under Section 12(b) of the
Exchange Act.
REINCORPORATION OF PAR PHARMACEUTICAL, INC.
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On May 23, 2003, Par Pharmaceutical, Inc., the Company's wholly-owned,
principal operating subsidiary ("Par"), also changed its state of incorporation
from New Jersey to Delaware. The Par reincorporation was effected by merging Par
with and into Par Pharmaceutical, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company, with the Delaware corporation surviving.
The Par reincorporation was approved by the Company as the sole shareholder of
each of the merging entities. The Par reincorporation was effected primarily
because Par's board of directors believed that governance under Delaware law
would permit Par to manage its corporate affairs more effectively and
efficiently than under New Jersey law. The Par reincorporation was not submitted
for a vote to the Company's shareholders because such approval was not required
under applicable law. In connection with and prior to Par's reincorporation, Par
contributed its New Jersey operations to Par, Inc., a newly-formed Delaware
corporation and a wholly-owned subsidiary of Par. Par, Inc. provides certain
managerial and administrative services to Par on a fee basis.
For further information about the reincorporations, please refer to the
Company's Proxy Statement, filed with the Commission on May 13, 2003, which is
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
Set forth below is a list of exhibits included as part of this
Current Report.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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2.1 Agreement and Plan of Merger, dated as of May 12, 2003
3.1 Certificate of Incorporation of Pharmaceutical Resources,
Inc., a Delaware corporation
3.2 By-Laws of Pharmaceutical Resources, Inc., a Delaware
corporation
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: July 9, 2003
PHARMACEUTICAL RESOURCES, INC.
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(Registrant)
By: /s/ DENNIS J. O'CONNOR
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Dennis J. O'Connor
Vice President, Secretary and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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2.1 Agreement and Plan of Merger, dated as of May 12, 2003
3.1 Certificate of Incorporation of Pharmaceutical Resources,
Inc., a Delaware corporation
3.2 By-Laws of Pharmaceutical Resources, Inc., a Delaware
corporation
4