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 earliest event reported): October 10, 1995
DURAMED PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15242 11-2590026
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7155 East Kemper Road, Cincinnati, Ohio 45249 (513) 731-9900
(Address and telephone number, including area code, of principal
executive offices)
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from this
Report.
Item 5. Other Events
The Company's press release dated October 10, 1995,
announcing the signing of a letter of intent to acquire
Hallmark Pharmaceuticals, Inc., is attached as Exhibit
99 hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibit is filed with this Report on
Form 8-K:
Regulation S-K
Exhibit No. Exhibit
99 Press release dated
October 10, 1995
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: October 12, 1995 DURAMED PHARMACEUTICALS, INC.
By /s/ Timothy J. Holt
Timothy J. Holt
Vice President-Finance
Exhibit 99
PRESS RELEASE
DURAMED SIGNS LETTER OF INTENT TO ACQUIRE HALLMARK
PHARMACEUTICALS
Cincinnati, OH -- October 10, 1995 -- Duramed Pharmaceuticals, Inc.
(Nasdaq: DRMD) Chairman and Chief Executive Officer E. Thomas Arington
announced today that Duramed has signed a letter of intent to acquire
Hallmark Pharmaceuticals, Inc., a privately held pharmaceutical
development company headquartered in Somerset, N.J.
"The Hallmark acquisition brings a research and development pipeline,
technical expertise and proven capability to complete the ANDA approval
process," Mr. Arington said. "The combined product development programs
of the two companies will position Duramed for long-term growth through
the introduction of products requiring sophisticated technology and
offering expanding market opportunities."
The letter of intent calls for Duramed to issue shares of common stock
in payment for Hallmark. The exact number of shares will depend on the
future market price of Duramed's stock, but the resulting ownership
dilution of current shareholders on a fully diluted basis is not
expected to exceed 10 percent. The proposed acquisition is subject
to the negotiation and execution of a definitive merger agreement to
contain customary representations, warranties and conditions, including
approval by the Boards of Directors of Hallmark and Duramed, as well as
Hallmark's shareholders; the obtaining of any required regulatory
approvals or third party consents; and appropriate financing.
Hallmark recently received FDA tentative approval to market Captopril,
the generic equivalent to the brand name product Capoten(R). As part of
the agreement, Hallmark has granted Duramed the exclusive rights to
market this product.
Duramed Pharmaceuticals manufactures and markets a line of prescription
generic drug products in tablet, capsule and liquid forms to customers
throughout the United States. Headquartered in Cincinnati, Duramed is
traded on the Nasdaq exchange under the symbol DRMD.