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): June 26, 1997
CHATTEM, INC.
(Exact name of registrant as specified in its charter)
Tennessee 0-5905 62-0156300
(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
1715 West 38th Street, Chattanooga, Tennessee 37409
(Address of principal executive offices, including zip code)
(423) 821-4571
(Registrant's telephone number, including area code)
Page 1 of 3 Pages
Item 5. Other Events.
On June 26, 1997, Chattem, Inc. (the "Company") and Signal Investment
& Management Co., a wholly-owned subsidiary of the Company, acquired the dietary
supplements and homeopathic product lines sold under the SUNSOURCE, REJUVEX,
MELATONEX, ECHINEX, PROPALMEX and GARLIQUE trademarks (the "Sunsource Products")
from Sunsource International, Inc. and Mindbody, Inc. (the "Sellers"). For the
purchase of the Sunsource Products, the Company paid $28.1 million in cash at
closing and issued 300,000 shares of the Company's common stock. The purchase
agreement provides that the Company may pay the Sellers as additional purchase
price up to $15.75 million depending upon the sales levels of the acquired
product lines during the six year period following the acquisition.
In connection with the acquisition of the Sunsource Products, the
Company entered into an amended and restated $95.0 million credit facility with
NationsBank of Tennessee, N.A. as agent for a syndicate of lenders, consisting
of a $50.0 million and a $45.0 million credit facility. The proceeds of the
credit facilities will be used to repay the Company's existing bank
indebtedness, fund a portion of the purchase price for the Sunsource Products
and provide working capital for the Company.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
28.1 Asset Purchase and Sale Agreement dated May 23, 1997 by and
among Chattem, Inc., Signal Investment & Management Co. and
Sunsource International, Inc. and Mindbody, Inc. (without
schedules and exhibits).
28.2 Amended and Restated Credit Agreement (New Credit Agreement)
by and among Chattem, Inc., Signal Investment & Management
Co. and the Lenders identified therein dated as of June 26,
1997 (without schedules and exhibits).
28.3 Amended and Restated Credit Agreement (Supplemental Credit
Agreement) by and among Chattem, Inc., Signal Investment &
Management Co. and the Lenders identified therein dated as
of June 26, 1997 (without schedules and exhibits).
28.4 Press Release dated June 26, 1997.
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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.
June 26, 1997 CHATTEM, INC.
By: /s/ Robert E. Bosworth
-----------------------------
Robert E. Bosworth,
Executive Vice President
and Chief Financial Officer
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