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 March 31, 1997
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________ to ______________________
Commission File Number 1-10581
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BENTLEY PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA No. 59-1513162
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4830 W. Kennedy Blvd., Suite 548, Tampa, FL 33609
- - ------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 286-4401
---------------
Indicate by 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.
YES X NO ____
The number of shares of the Registrant's common stock outstanding as of May 14,
1997 was 3,348,195.
BENTLEY PHARMACEUTICALS, INC.
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FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997
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INDEX
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Part I. FINANCIAL INFORMATION PAGE
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Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of March 31, 1997
(unaudited) and December 31, 1996 3
Consolidated Statements of Operations (unaudited)
for the three months ended March 31, 1997
and 1996 4
Consolidated Statement of Changes in Common
Stockholders' Equity (unaudited) for the
three months ended March 31, 1997 5
Consolidated Statements of Cash Flows
(unaudited) for the three months ended
March 31, 1997 and 1996 6
Notes to Consolidated Financial Statements (unaudited) 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
Part II. OTHER INFORMATION 15
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2
BENTLEY PHARMACEUTICALS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share data) March 31, December 31,
1997 1996
---- ----
ASSETS
- - ------
Current assets:
Cash and cash equivalents $3,501 $4,425
Investments available for sale 166 166
Receivables 3,128 3,632
Inventories 811 945
Prepaid expenses and other 552 644
-------- --------
Total current assets 8,158 9,812
-------- --------
Fixed assets, net 3,220 3,544
Drug licenses and related costs, net 1,308 1,475
Other non-current assets, net 1,699 1,727
-------- --------
$14,385 $16,558
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
Current liabilities:
Accounts payable $2,258 $2,998
Accrued expenses 1,366 1,530
Short term borrowings 1,056 1,014
Current portion of long term debt 5 5
-------- --------
Total current liabilities 4,685 5,547
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Long term debt, net 5,211 5,164
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Other non-current liabilities 317 349
-------- --------
Commitments and contingencies
Redeemable preferred stock, $1.00 par value,
authorized 2,000 shares:
Series A, issued and outstanding, 60 shares 2,237 2,203
-------- --------
Common Stockholders' Equity
Common stock, $.02 par value, authorized 35,000 shares,
issued and outstanding, 3,348 and 3,345 shares 67 67
Stock purchase warrants (to purchase 8,298 and 8,304
shares of common stock) 435 435
Paid-in capital in excess of par value 71,118 71,146
Stock subscriptions receivable (105) (105)
Accumulated deficit (67,993) (67,167)
Cumulative foreign currency translation adjustment (1,587) (1,081)
-------- --------
1,935 3,295
-------- --------
$14,385 $16,558
======== ========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
3
BENTLEY PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data) For the Three
Months Ended
March 31,
---------
1997 1996
---- ----
Sales $4,078 $9,698
Cost of sales 2,288 7,636
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Gross margin 1,790 2,062
Operating expenses:
Selling, general and administrative 1,904 1,900
Research and development 66 18
Depreciation and amortization 84 134
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Total operating expenses 2,054 2,052
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(Loss) income from operations (264) 10
Other (income) expenses:
Interest expense 320 243
Interest income (17) (9)
Provision for unrealized exchange loss 243 -
Other (income) expense, net 16 9
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Loss before extrordinary item (826) (233)
Extraordinary item - extinguishment of debt - 446
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Net loss ($826) ($679)
======= =======
Loss per common share before extraordinary item ($0.26) ($0.08)
Extraordinary item - extinguishment of debt - (0.13)
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Net loss per common share ($0.26) ($0.21)
======= =======
Weighted average common shares outstanding 3,346 3,330
======= =======
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
4
BENTLEY PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
(unaudited)
(In thousands, except per share data)
$.02 Par Value Additional Other
Common Stock Paid-In Accumulated Equity
Shares Amount Capital Deficit Transactions Total
------ ------ ------- ------- ------------ -----
Balance at December 31, 1996 3,345 $67 $71,146 ($67,167) ($751) $3,295
Common stock issued as compensation 1 - 2 - - 2
Conversion of stock purchase options 2 - 4 - - 4
Accrual of dividends-preferred stock - - (34) - - (34)
Foreign currency translation adjustment - - - - (506) (506)
Net loss - - - (826) - (826)
----- ----- ------- ------- ------ -----
Balance at March 31, 1997 3,348 $67 $71,118 ($67,993) ($1,257) $1,935
===== ===== ======= ========= ======== ======
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
5
BENTLEY PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Three
Months Ended
March 31,
---------
(In thousands) 1997 1996
---- ----
Cash flows from operating activities:
Loss before extraordinary item ($826) ($233)
Adjustments to reconcile loss before extraordinary item
to net cash used in operating activities:
Depreciation and amortization 84 134
Extraordinary item - extinguishment of debt - (446)
Other non-cash items 324 597
(Increase) decrease in assets and
increase (decrease) in liabilities:
Receivables 223 (2,007)
Inventories 58 55
Prepaid expenses and other current assets 41 (36)
Other assets (2) (43)
Accounts payable and accrued expenses (617) 480
Other liabilities (2) (333)
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Net cash used in operating activities (717) (1,832)
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Cash flows from investing activities:
Proceeds from sale of investments - 160
Purchase of investments - (2,629)
Net change in fixed assets (37) 14
Acquisition of Spanish drug license (40) -
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Net cash used in investing activities (77) (2,455)
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The accompanying Notes to Consolidated Financial Statements are an
integral part of these financial statements.
6
BENTLEY PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)
(unaudited)
(In thousands)
For the Three
Months Ended
March 31,
------------------
1997 1996
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Cash flows from financing activities:
Net increase in short term borrowings $ 143 $ 395
Proceeds from public offering of units -- 6,900
Offering costs -- (1,156)
Proceeds from exercise of stock options, net 5 --
Repayments of long term debt -- (1,770)
Payments on capital leases (1) (8)
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Net cash provided by financing activities 147 4,361
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Effect of exchange rate changes on cash (277) (6)
------- -------
Net (decrease) increase in cash and cash equivalents (924) 80
Cash and cash equivalents at beginning of period 4,425 1,120
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Cash and cash equivalents at end of period $ 3,501 $ 1,200
======= =======
Supplemental Disclosures of Cash Flow Information
The Company paid cash during the period for (in thousands):
Interest $ 233 $ 167
======= =======
Taxes $ 12 $ --
======= =======
Supplemental Disclosures of Non-Cash Financing Activities
The Company has issued Common Stock in exchange for services as
follows (in thousands):
Shares issued 1 --
======= =======
Amount $ 2 --
======= =======
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
7
BENTLEY PHARMACEUTICALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
BASIS OF CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of Bentley Pharmaceuticals, Inc. (the
"Registrant"), at March 31, 1997 and 1996 included herein, have been prepared by
the Registrant, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. It is suggested that these consolidated
financial statements be read in conjunction with the summary of significant
accounting policies and the audited consolidated financial statements and notes
thereto included in the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996.
The consolidated financial statements include the accounts of the Registrant and
its wholly owned subsidiaries: Bentley Healthcare Corporation (f/k/a Belmac
Healthcare Corporation) and its wholly owned subsidiary - Belmac Hygiene, Inc.,
Belmac Health Corp., B.O.G. International Finance, Inc., Belmac Jamaica, Ltd.,
Chimos/LBF S.A. and its wholly owned subsidiary - Laboratorios Belmac S.A., and
Belmac Holdings, Inc. and its wholly owned subsidiary - Belmac A.I., Inc. All
significant intercompany balances have been eliminated in consolidation. The
financial position and results of operations of the Registrant's foreign
subsidiaries are measured using local currency as the functional currency.
Assets and liabilities of foreign subsidiaries are translated at the rate of
exchange in effect at the end of the period. Revenues and expenses are
translated at the average exchange rate for the period. Foreign currency
translation gains and losses not impacting cash flows are credited to or charged
against Common Stockholders' Equity. Foreign currency translation gains and
losses arising from cash transactions are credited to or charged against current
earnings.
The Registrant is currently engaged in negotiations with a subsidiary of a large
European conglomerate to sell its French subsidiary, Chimos/LBF. The transaction
is expected to be finalized in the second quarter of 1997. As no definitive
agreement has been signed, there can be no assurance that such sale will be
consummated. Sales generated by Chimos/LBF began to decline in the second
quarter of 1996 due to the expiration of a distribution agreement for the
product Ceredase. Since the expiration of this distribution agreement,
Chimos/LBF has been generating revenues at the rate of approximately $5.5
million per annum. As a result of the proposed sale of Chimos/LBF, the
Registrant recorded a provision for unrealized exchange loss of $243,000
resulting from a fluctuation in the currency exchange rate used to translate the
foreign currency financial statements.
In the opinion of management, the accompanying unaudited consolidated financial
statements at March 31, 1997 and 1996 are presented on a basis consistent with
the audited consolidated financial statements for the year ended December 31,
1996 and contain all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the Registrant's financial position as
of March 31, 1997, the results of its operations and its cash flows for the
8
three months ended March 31, 1997 and 1996. The results of operations for the
three months ended March 31, 1997 should not be considered indicative of the
results to be expected for the year.
CASH AND CASH EQUIVALENTS/INVESTMENTS AVAILABLE FOR SALE:
The Registrant considers all highly liquid investments with original maturities
of three months or less when purchased to be cash equivalents for purposes of
the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows.
Investments in securities which do not meet the definition of cash equivalents
are classified as investments available for sale in the Consolidated Balance
Sheets. Investments available for sale of $166,000 at March 31, 1997 are
reported at approximate market value.
INVENTORIES:
Inventories are stated at the lower of cost or market, cost being determined on
the first in, first out ("FIFO") method and are comprised of the following (in
thousands):
March 31, December 31,
1997 1996
------ -----
Raw materials $ 413 $ 515
Work in process - -
Finished goods 671 1,257
----- -----
1,084 1,772
Less: Allowance for slow moving or obsolete inventory (273) (827)
----- -----
$ 811 $ 945
===== =====
EXTRAORDINARY ITEM:
The Registrant recorded an extraordinary charge of $446,000, or $.13 per common
share, in February 1996 upon the extinguishment of debt that it had incurred in
its October 1995 private placements, representing unamortized discount and
issuance costs at the date of repayment.
NET LOSS PER COMMON SHARE:
Primary loss per common share is computed by dividing the net loss (adjusted for
accrued dividends on redeemable preferred stock) by the weighted average number
of shares of Common Stock outstanding during each period. Common Stock
equivalents were not included in the calculation of primary loss per share as
they were determined to be antidilutive.
9
RECLASSIFICATIONS:
Certain prior period amounts have been reclassified to conform with the current
period's presentation format. These reclassifications are not material to the
consolidated financial statements.
10
BENTLEY PHARMACEUTICALS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
- - ----------------------
Three Months Ended March 31, 1997 versus Three Months Ended March 31, 1996
- - --------------------------------------------------------------------------
The Registrant reported revenues of $4,078,000 and a net loss of $826,000 or
$.26 per common share for the three months ended March 31, 1997 compared to
revenues of $9,698,000 and a net loss of $679,000 or $.21 per common share for
the same period in the prior year.
The 58% decrease in revenues is primarily attributable to an 85% decrease in
sales by the Registrant's French subsidiary, Chimos/LBF, to $1,095,000, which
was partially offset by a 17% increase in sales by the Registrant's Spanish
subsidiary, Laboratorios Belmac S.A., to $2,915,000. As previously reported,
revenues declined beginning in the second quarter of 1996, due to the March 31,
1996 expiration of its distribution agreement for the product Ceredase, which
accounted for approximately 60% of the Registrant's revenues in 1995 and
approximately 54% of its revenues in the quarter ended March 31, 1996. Ceredase
gross margins, as a percent of sales, were approximately 5% during the quarter
ended March 31, 1996; therefore, the impact on operating profits is not
considered to be material. Overall gross margins for the quarter ended March 31,
1997 improved to 44%, compared to 21% in the comparable period of the prior
year, primarily as a result of the higher proportion of sales from Laboratorios
Belmac, whose sales generate significantly higher gross margins than those of
Chimos/LBF, whose sales included the low-margin Ceredase sales. The Registrant's
distribution operations in France, Chimos/LBF, generate relatively low gross
margins (approximately 22% for the quarter ended March 31, 1997) compared to the
Registrant's Spanish subsidiary, Laboratorios Belmac, which is experiencing
substantially higher margins (approximately 52% for the quarter ended March 31,
1997).
Selling, general and administrative expenses remained relatively constant at
$1,904,000, or 47% of sales, for the three months ended March 31, 1997 compared
to $1,900,000, or 20% of sales, for the same period in the prior year. However,
as a direct result of the decline in revenues, selling, general and
administrative expenses as a percent of revenues increased during the quarter
ended March 31, 1997, as compared to the same period in the prior year. A
significant portion of these expenses are marketing and selling costs, which are
necessary for the Registrant's plans to increase sales and market share in
Spain. To the extent practical, however, the Registrant intends to continue its
efforts to control general and administrative expenses as part of its austerity
program in its effort to reach and maintain profitability.
Research and development expenses were $66,000 for the quarter ended March 31,
1997 compared to $18,000 for the same period of the prior year. The research and
development
11
expenditures in the quarter ended March 31, 1997 were primarily related to
bio-equivalency studies for exporting products from Spain to other countries.
The minimal expenditures in research and development reflects the Registrant's
continued de-emphasis of basic research and redirection of its resources to
developmental expenses necessary for expansion of its portfolio of marketed
products. The Registrant intends to continue to carefully manage its research
and development expenditures in the future in view of its limited resources.
Depreciation and amortization expenses were $84,000 for the three months ended
March 31, 1997, compared to $134,000 for the same period of the prior year,
primarily due to (i) the December 31, 1996 provision for goodwill impairment
which terminated future related amortization; and (ii) the disposal of certain
fixed assets during the quarters ended June 30 and September 30, 1996 as a
result of the Registrant's move to smaller, more cost effective office space.
Interest expense was $320,000 for the three months ended March 31, 1997 compared
to $243,000 for the same period of the prior year. The $77,000 increase reflects
interest expense arising primarily from the Debentures sold in the February 1996
Public Offering which were outstanding for the entire quarter ended March 31,
1997. Interest income was $17,000 for the three months ended March 31, 1997,
compared to $9,000 for the same period of the prior year. The increase was with
respect to interest earned on the proceeds of the Public Offering which have
been temporarily invested in short-term interest bearing investments. As a
result of the proposed sale of Chimos/LBF, the Registrant recorded a provision
for unrealized exchange loss of $243,000 resulting from a fluctuation in the
currency exchange rate used to translate the foreign currency financial
statements.
The Registrant recorded an extraordinary charge of $446,000, or $.13 per common
share, in February 1996 upon the extinguishment of debt that it had incurred in
its October 1995 private placements, representing unamortized discount and
issuance costs at the date of repayment.
The Registrant reported a loss from operations for the quarter ended March 31,
1997 of $264,000 compared to income from operations of $10,000 in the same
period of the prior year primarily as a result of its decrease in sales, which
was partially offset by improved gross margins and controlled operating
expenses. The effect of combining non-operating items, primarily interest
expense of $320,000, and the provision for unrealized exchange loss of $243,000
resulted in a net loss of $826,000, or $.26 per common share for the quarter
ended March 31, 1997, compared to the loss in the comparable period of the prior
year, of $679,000, or $.21 per common share, including the extraordinary charge
of $446,000, or $.13 per common share related to extinguishment of debt.
LIQUIDITY AND CAPITAL RESOURCES:
- - --------------------------------
Total assets decreased from $16,558,000 at December 31, 1996 to $14,385,000 at
March 31, 1997, while Common Stockholders' Equity decreased from $3,295,000 at
December 31, 1996 to $1,935,000 at March 31, 1997. The decrease in Common
Stockholders' Equity reflects primarily the fluctuation in the exchange rates of
European currencies compared to the U.S. Dollar and the loss incurred by the
Registrant for the three months ended March 31, 1997.
12
The Registrant's working capital decreased from $4,265,000 at December 31, 1996
to $3,473,000 at March 31, 1997. The decrease in working capital is primarily
attributable to the fluctuation of exchange rates and the loss incurred by the
Registrant.
Cash and cash equivalents decreased from $4,425,000 at December 31, 1996 to
$3,501,000 at March 31, 1997, primarily as a result of using cash for
operational purposes. Included in cash and cash equivalents are approximately
$2,614,000 of short-term investments considered to be cash equivalents.
Accounts receivable decreased from $3,632,000 at December 31, 1996 to $3,128,000
at March 31, 1997 partially due to exchange rate fluctuations. The Registrant
has not experienced any material delinquent accounts. Inventories also decreased
to $811,000 at March 31, 1997 compared to $945,000 at December 31, 1996,
primarily due to the decline in sales by the French subsidiary and the
corresponding reduction in inventory levels. Prepaid expenses and other current
assets decreased from $644,000 at December 31, 1996 to $552,000 at March 31,
1997.
Although the combined total of accounts payable and accrued expenses decreased
from $4,528,000 at December 31, 1996 to $3,624,000 at March 31, 1997 and short
term borrowings increased slightly from $1,014,000 at December 31, 1996 to
$1,056,000 at March 31, 1997, such balances are significantly reduced below
their March 31, 1996 balances, as a result of application of cash collected from
receivables during the twelve months ended March 31, 1997.
Fixed assets, net decreased from $3,544,000 at December 31, 1996 to $3,220,000
at March 31, 1997, due to recurring depreciation charges and a fluctuation in
foreign currency exchange rates.
Drug licenses and related costs, net decreased from $1,475,000 at December 31,
1996 to $1,308,000 at March 31, 1997, due to recurring amortization charges and
a fluctuation in foreign currency exchange rates.
Other non-current assets decreased from $1,727,000 at December 31, 1996 to
$1,699,000 at March 31, 1997 and long term debt increased from $5,164,000 at
December 31, 1996 to $5,211,000 at March 31, 1997, due primarily to amortization
of issuance costs and accretion recorded on the Debentures issued in the
February 1996 Public Offering.
Investing activities used net cash of $77,000 during the three months ended
March 31, 1997. Financing activities for the three months ended March 31, 1997
provided net cash of $147,000 and operating activities for the three months
ended March 31, 1997 used net cash of $717,000.
A substantial amount of the Registrant's business is conducted in France and
Spain and is therefore influenced by the extent to which there are fluctuations
in the dollar's value against such countries' currencies. The effect of foreign
currency fluctuations on long lived assets for the three months ended March 31,
1997 was a decrease of $506,000 and the cumulative historical effect was a
decrease of $1,587,000, as reflected in the Registrant's Consolidated Balance
Sheets in the "Liabilities and Stockholders' Equity" section. As a result of the
proposed sale of Chimos/LBF, the Registrant recorded a provision for unrealized
exchange loss of $243,000 resulting from a fluctuation in the currency exchange
rate used to translate the foreign currency financial statements. Although
exchange rates fluctuated significantly recently, the Registrant does not
believe that the effect of foreign currency fluctuation is material to the
Registrant's results of operations as the expenses related
13
to much of the Registrant's foreign currency revenues are in the same currency
as such revenues. The Registrant relies primarily upon financing activities to
fund the operations of the Registrant in the United States and has not
transferred significant amounts into or out of the United States in the recent
past. In the event that the Registrant is required to fund United States
operations with funds generated in France or Spain, currency rate fluctuations
in the future could have a significant impact on the Registrant. However, at the
present time, the Registrant does not anticipate altering its business plans and
practices to compensate for future currency fluctuations.
Management expects that as a result of completing its financings in the last
fiscal year, by carefully prioritizing research and development activities and
continuing its austerity program, the Registrant should have sufficient
liquidity to fund operations into 1998. The Registrant, however, continues to
explore alternative sources for financing its business. In appropriate
situations, that will be strategically determined, the Registrant may seek
financial assistance from other sources, including contribution by others to
joint ventures and other collaborative or licensing arrangements for the
development, testing, manufacturing and marketing of products under development
and the sale of certain of the assets of, or one or more of, its subsidiaries.
The Registrant is currently engaged in negotiations with a subsidiary of a large
European conglomerate to sell its French subsidiary, Chimos/LBF. The transaction
is expected to be finalized in the second quarter of 1997. As no definitive
agreement has been signed, there can be no assurance that such sale will be
consummated. Sales generated by Chimos/LBF began to decline in the second
quarter of 1996 due to the expiration of a distribution agreement for the
product Ceredase. Since the expiration of this distribution agreement,
Chimos/LBF has been generating revenues at the rate of approximately $5.5
million per annum.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
- - ------------------------------------------------------------------
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
- - -------------------------------------------------------
The statements contained in this Quarterly Report on Form 10-Q which are not
historical facts contain forward looking information with respect to plans,
projections or future performance of the Registrant, the occurrence of which
involve certain risks and uncertainties that could cause the Registrant's actual
results to differ materially from those expected by the Registrant, including
the history of operating losses; uncertainty of future financial results;
possible negative cash flow from operating activities; additional financing
requirements; no assurance of successful and timely development of new products;
risks inherent in pharmaceutical development; dependance on regulatory
approvals; uncertainty of pharmaceutical pricing or profitability;
unpredictability of patent protection; rapid technological change; competition;
and other uncertainties detailed in the Registrant's Registration Statement on
Form S-1 (SEC Commission file No. 33-65125) declared effective by the Securities
and Exchange Commission on February 14, 1996 and any amendments thereto.
14
PART II. OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
27.1 Financial Data Schedule
(b) Reports on Form 8-K filed during the quarter ended March 31, 1997:
None.
The Registrant has not filed any reports on Form 8-K subsequent to
March 31, 1997.
All other items required in Part II have been previously filed or are not
applicable for the quarter ended March 31, 1997.
15
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 thereunto duly authorized.
BENTLEY PHARMACEUTICALS, INC.
-----------------------------
Registrant
May 14, 1997 By: /s/ James R. Murphy
-------------------
James R. Murphy
Chairman, President and Chief Executive Officer
(principal executive officer)
May 14, 1997 By: /s/ Michael D. Price
--------------------
Michael D. Price
Vice President, Chief Financial Officer,
Treasurer and Secretary (principal financial
and accounting officer)