SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205497
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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): March 25, 1998
PHARMACEUTICAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY File Number 1-10827 22-3122182
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(State or other jurisdiction of Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
One Ram Ridge Road, Spring Valley, New York 10977
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (914)425-7100
TOTAL NUMBER OF PAGES -- 14
EXHIBIT INDEX IS LOCATED ON PAGE 4
Item 5. Other Events.
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Stock Purchase Agreement.
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On March 25, 1998, the Registrant entered into a Stock Purchase Agreement
(the "Agreement") with Lipha Americas, Inc., a Delaware corporation and an
affiliate of Merck KGaA, Darmstadt, Germany ("Lipha"), as more fully described
in a press release dated March 26, 1998, issued by the Registrant describing
such transaction and certain related matters, which is attached as Exhibit 10.1
hereto.
Rights Agreement.
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In connection with the execution and delivery of the Agreement, the
Registrant amended the Rights Agreement, dated August 6, 1991, as amended,
between the Registrant and First City Transfer Company, as successor rights
agent (the "Rights Agent"), (the "Rights Agreement"). The Amendment to the
Rights Agreement, dated March 25, 1998, between the Registrant and the Rights
Agent amended certain definitions in the Rights Agreement to exempt from
operation of the Rights Agreement acquisitions of common stock and options to
purchase common stock by Lipha and its affiliates and associates pursuant to the
Agreement and other agreements contemplated thereby and to remove the exemptions
previously granted to Clal Pharmaceutical Industries, Ltd. ("Clal"), which
Amendment is attached as Exhibit 4.1 hereto. The Registrant and the Rights Agent
also amended the Rights Agreement on September 30, 1997, to exempt from
operation of the Rights Agreement certain permitted transferees of Clal, which
amendment is attached as Exhibit 4.2 hereto.
Item 7. Financial statements and Exhibits.
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(c) Exhibits.
4.1 Amendment to Rights Agreement, dated March 25, 1998, between the
Registrant and First City Transfer Company.
4.2 Amendment to Rights Agreement, dated September 30, 1997, between
the Registrant and First City Transfer Company.
10.1 Press Release of the Registrant, dated March 26, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange of Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PHARMACEUTICAL RESOURCES, INC.
(Registrant)
March 31, 1998 ------------------------------
Dennis J. O'Connor
Vice President and
Chief Financial Officer
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Exhibit Index
Exhibit No. Description Seq. Page No.
4.1 Amendment to Rights Agreement, 5
dated March 25, 1998,
between the Registrant and
First City Transfer Company
4.2 Amendment to Rights Agreement, 9
dated September 30, 1997,
between the Registrant and First
City Transfer Company
10.1 Press Release of the 12
Registrant, dated March 26, 1998
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