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): April 11,
1996
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 April 11, 1996 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
April 11, 1996
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: April 12, 1996 DURAMED PHARMACEUTICALS, INC.
By /s/ Timothy J. Holt
Timothy J. Holt
Senior Vice President-Finance and
Administration
Exhibit 99
DURAMED ENTERS INTO DEFINITIVE AGREEMENT FOR ACQUISITION OF
HALLMARK PHARMACEUTICALS, INC.
CINCINNATI, April 11 -- Mr. E. Thomas Arington, Chairman and
CEO of Duramed Pharmaceuticals, Inc. (Nasdaq: DRMD) announced
today that Duramed and Hallmark Pharmaceuticals, Inc. have
entered into a definitive agreement providing for the acquisition
by Duramed of the assets and business of Hallmark. Hallmark is a
privately held pharmaceutical development company headquartered
in Somerset, N.J. Duramed will issue to Hallmark 640,000 shares
of Duramed Common Stock and warrants to purchase 400,000 shares
of Duramed Common Stock at a purchase price of $25 per share and
will assume certain obligations of Hallmark. Duramed will also
acquire at book value certain assets leased to Hallmark by a
related partnership.
Consummation of the transaction is subject to certain
customary conditions, including approval of Hallmark's
shareholders and certain regulatory agencies and other third
parties. Closing is expected to occur on or about July 15, 1996.
As previously reported, it is probable that consummation of
the transaction will result in Duramed's recording for financial
reporting purposes of a substantial non-cash charge for the
recognition of purchased research and development.
Mr. Arington stated, "We are thrilled with the Hallmark
acquisition because it brings a research and development pipeline
which includes controlled release technology. Combining the
Duramed and Hallmark product development programs positions
Duramed for long-term growth through the introduction of products
requiring sophisticated technology."
Duramed Pharmaceuticals, Inc. manufactures and markets a
limited 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 National Market under the symbol DRMD.