SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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:
February 26, 1999
BENTLEY PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Florida 1-10581 59-1513162
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Two Urban Centre, Suite 400, 4890 West Kennedy Blvd., Tampa, FL 33609
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(Address of Principal Executive Offices) (Zip Code)
(813) 281- 0961
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(Registrant's Telephone Number, Including Area Code)
Item 2. Acquisition and Disposition of Assets.
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On February 11, 1999, Bentley Pharmaceuticals, Inc.
(the "Registrant") acquired rights to certain U.S. and
international patents and related technology (the "Assets")
covering methods to enhance the absorption of drugs delivered
to biological tissues, effective as of December 31, 1998.
Consideration for the Assets was paid to Yungtai Hsu, an
individual, in the form of a cash payment of approximately
$1.1 million, 225,800 shares of common stock and ten year
warrants to purchase 450,000 shares of common stock. In
addition, 359,282 shares of common stock were conveyed to
Conrex Pharmaceutical Corporation, for total consideration of
approximately $2.25 million for the Assets. Furthermore, terms
of this transaction provide for certain royalty payments upon
commercialization of products using the technologies.
The Registrant used a portion of the proceeds of the
exercise of its publicly held Class A warrants to pay the cash
portion of the purchase price. The consideration for the
Assets was determined by arms-length negotiation between the
parties. There are no material relationships between Yungtai
Hsu or Conrex and the Registrant or any of its affiliates, its
directors, its officers or any associate of any such directors
or officers.
Item 7. Financial Information and Exhibits.
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(c) Exhibits:
Exhibit Number Description
7.1 Agreement between the Registrant and Yungtai Hsu
("Hsu"), dated February 1, 1999, effective as of December
31, 1998.
7.2 Subscription Agreement between the
Registrant and Hsu, dated February 11, 1999.
7.3 Registration Rights Agreement between the Registrant and
Hsu, dated February 11, 1999.
7.4 Warrant issued by the Registrant for the benefit
of Hsu, dated February 11, 1999
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7.5 Subscription Agreement between the Registrant and Conrex
Pharmaceutical Corporation ("Conrex"), dated February 11,
1999.
7.6 Registration Rights Agreement between the
Registrant and Conrex, dated February 11, 1999.
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S I G N A T U R E
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.
BENTLEY PHARMACEUTICALS, INC.
(Registrant)
Date: February 26, 1999 By: /s/ Michael D. Price
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Michael D. Price
Vice President & Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
7.1 Agreement between the Registrant and Yungtai Hsu
("Hsu") dated February 1, 1999, effective as of
December 31, 1998.
7.2 Subscription Agreement between the Registrant and
Hsu, dated February 11, 1999.
7.3 Registration Rights Agreement between the Registrant
and Hsu, dated February 11, 1999.
7.4 Warrant issued by the Registrant for the benefit of
Hsu, dated February 11, 1999.
7.5 Subscription Agreement between the Registrant and
Conrex Pharmaceutical Corporation ("Conrex"), dated
February 11, 1999.
7.6 Registration Rights Agreement between the Registrant
and Conrex, dated February 11, 1999.
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