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
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Date of Report (Date of earliest event reported): MARCH 5, 2002
CHATTEM, INC.
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(Exact name of registrant as specified in its charter)
TENNESSEE 0-5905 62-0156300
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
1715 WEST 38TH STREET, CHATTANOOGA, TENNESSEE 37409
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(Address of principal executive offices, including zip code)
(423) 821-4571
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On March 5, 2002, Chattem, Inc. (the "Company"), a marketer and manufacturer of
branded consumer products, announced that it had signed a definitive agreement
to purchase Selsun Blue(R), a medicated dandruff shampoo, from Abbott
Laboratories for $75 million, plus inventories. Selsun Blue's 2001 worldwide net
sales were approximately $41 million, and the brand is marketed in both the
United States and in approximately 50 foreign countries. The acquisition
includes worldwide rights (except India) to manufacture, sell and market Selsun
Blue plus related intellectual property and certain manufacturing equipment. The
transaction is scheduled to close during the Company's second quarter of 2002.
Financing for the transaction will be provided by the Company's approximately
$35 million of cash and a new credit facility led by Bank of America.
Selsun Blue was launched in 1953 as a prescription drug and in 1974 was
introduced as an over-the-counter medication. The over-the-counter product
contains 1% selenium sulfide, while the prescription strength, which constitutes
a small portion of domestic sales, but is well known by dermatologists, contains
2.5% selenium sulfide. Approximately half of foreign sales are the 2.5% formula.
Selsun Blue is widely recognized by consumers both domestically and
internationally and has a strong reputation for effectiveness.
Abbott Laboratories will initially manufacture the product for the Company under
a contract manufacturing arrangement. The Company expects to move certain
production to its Chattanooga, Tennessee facilities within 12-24 months
following closing. Abbott or manufacturers under contract to Abbott will
manufacture the product internationally for the Company until the Company enters
its own agreements with foreign contract manufacturers, also expected to take
12-24 months. Selsun Blue will also rely on Abbott Laboratories' sales force or
distributors to market and sell Selsun Blue in those countries where the Company
does not already have a presence. The Company expects to take over the
international sales and marketing effort in most markets in three to nine
months. The Company anticipates that the ownership of Selsun Blue
internationally should create the opportunity to introduce certain of its other
brands in countries where they are not currently sold.
The transaction should immediately boost sales and EBITDA and be accretive to
the Company's earnings per share. In its fiscal 2002 first quarter earnings
release, the Company will give guidance as to the anticipated increases to
sales, earnings per share and EBITDA for the balance of fiscal 2002 and fiscal
2003 that will result form the ownership of Selsun Blue.
This current report on Form 8-K contains forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which contains
a safe harbor for forward looking statements. The Company relies on this safe
harbor in making such disclosures. The forward looking statements are based on
management's current beliefs and assumptions about expectations, estimates,
strategies and projections for the Company. These statements are not guarantees
of future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward looking
statements. The Company undertakes no
obligations to update publicly any forward looking statements whether as a
result of new information, future events or otherwise. The risks, uncertainties
and assumptions of the forward looking statements include, but are not limited
to existing and possible future product liability claims relating to the prior
existence of PPA in Dexatrim; the possible effect of the negative public
perception resulting from product liability claims or sales of Dexatrim products
without PPA; the lack of availability, limits of coverage and expense related to
product liability insurance; the possibility of other product liability claims,
including claims relating to the existence of ephedrine in Dexatrim Natural; the
impact of brand acquisitions and divestitures; the impact of extraordinary gains
or losses resulting from product acquisitions or divestitures, financings or
debt repayments; product demand and market acceptance risks; product development
risks, such as delays or difficulties in developing, producing and marketing new
products or line extensions; the impact of competitive products, pricing and
advertising; the Company's ability to integrate Selsun Blue internationally
where it has only limited experience and infrastructure; constraints resulting
from the financial condition of the Company, including the degree to which the
Company is leveraged, debt service requirements and restrictions under
indentures and loan agreements; government regulations; risks of loss of
material customers; public perception regarding the Company's products;
dependence on third party manufacturers; environmental matters; and other risks
described in the Company's Securities and Exchange Commission filings.
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.
March 8, 2002 CHATTEM, INC.
By: /s/ A. Alexander Taylor II
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A. Alexander Taylor II
President and Chief Operating Officer