UNITED STATES
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): October 19, 2005
ABLE LABORATORIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 001-11352 04-3029787
- --------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
1 Able Drive, Cranbury, NJ 08512
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(609) 495-2800
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rue 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
------------------------------------------
On August 15, 2005, Able Laboratories, Inc. (the "Company") announced a
decision by its Board of Directors that the best course of action to preserve
value for it creditors and others would be to immediately reduce overhead and
expenses as much as possible and to initiate the process of selling its business
and assets to one or more third-party purchasers.
On October 19, 2005, the Company entered into an asset purchase agreement
(the "Agreement") with Aurobindo Pharma USA, Inc. ("Aurobindo") for the Company
to sell substantially all of its assets, free and clear of liens, to Aurobindo.
Under the Agreement, Aurobindo also agreed to assume the Company's unexpired
lease for its premises located at 1 Able Drive, Cranbury, New Jersey and a
limited number of its executory contracts. The Agreement contemplates the
Company's commencing an auction of its assets, with Aurobindo's being the
"stalking horse" for the bidding.
On October 21, 2005, the US Bankruptcy Court for the District of New
Jersey approved the Company's motion, among other things, (i) to approve auction
procedures whereby the Company may solicit higher and better bids than the bid
reflected in the Agreement and (ii) to schedule a final hearing to consider the
approval of the sale and the assumption and assignment of contracts under
sections 363 and 365 of the Bankruptcy Code.
If the offer contained in the Agreement is the highest and best offer at
the auction, closing under the Agreement is subject to, among other things,
ratification and approval by the bankruptcy court and environmental approvals.
The Agreement is attached to this report as Exhibit 10.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
---------------------------------
(a) Financial Statements of Businesses Acquired:
Not Applicable.
(b) Pro Forma Financial Information:
Not Applicable.
(c) Exhibits:
10.1 Asset Purchase Agreement between the Company and
Aurobindo, dated October 19, 2005
SIGNATURE
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.
ABLE LABORATORIES, INC.
By: /s/ Richard M. Shepperd
---------------------------------------
Name: Richard M. Shepperd
Dated: October 25, 2005 Title: Director of Restructuring
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
------ ------- ------------
10.1 Asset Purchase Agreement between the __
Company and Aurobindo, dated October 19,
2005