SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
A.L. PHARMA INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2095212
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(State of Incorporation or Organization) (I.R.S Employer
Identification no.)
One Executive Drive, P.O. Box 1399, Fort Lee, New Jersey 07024
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
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to be so Registered Each Class is to be Registered
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Class A Common Stock, par value $.20 per share New York Stock Exchange
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Warrants to purchase Class A Common Stock New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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Class A Stock
The Registrant's authorized capital stock currently consists of: (i)
40,000,000 shares of Class A Common Stock, par value $.20 per share (the "Class
A Stock"), of which 13,397,622 shares were issued and outstanding as of May 31,
1995, (ii) 15,000,000 shares of Class B Common Stock, par value $.20 per share
(the "Class B Stock"), of which 8,226,562 shares were issued and outstanding as
of May 31, 1995, and (iii) 500,000 shares of Preferred Stock, par value $1.00
per share, of which none was outstanding as of May 31, 1995.
The Class A Stock and the Class B Stock are identical in all respects,
including with respect to the right to receive dividends, except as follows:
(i) the holders of the Class A Stock are currently entitled as a class to elect
33 1/3% of the Board of Directors (rounded to the nearest whole number, but not
less than two members of the Registrant's Board of Directors), and the holders
of the Class B Stock are entitled as a class to elect the remaining directors;
(ii) on all other matters submitted to a vote of stockholders, the holders of
the Class A Stock are entitled to one vote per share of Class A Stock held, and
the holders of the Class B Stock are entitled to four votes per share of Class B
Stock held; (iii) the holders of the Class B Stock have the right at any time
and from time to time to convert each share of Class B Stock into one share of
Class A Stock; and (iv) shares of Class A Stock may be declared and paid as
dividends on shares of both Class A Stock and Class B Stock, shares of Class B
Stock may be declared and paid as dividends on shares of both Class A Stock and
Class B Stock, or shares of Class A Stock may be declared and paid as dividends
on shares of Class A Stock and shares of Class B Stock may be declared and paid
as dividends on shares of Class B Stock and in any such case the same number of
shares must be declared and paid as dividends in respect of each outstanding
share of Class A Stock and each outstanding share of Class B Stock. The special
voting rights of the holders of the Class A Stock as reflected in clause (i)
above terminate if the number of outstanding shares of Class A Stock is less
than 10% of the aggregate number of outstanding shares of Class A Stock and
Class B Stock, and the special voting rights of the holders of the Class B Stock
as reflected in clauses (i) and (ii) above terminate if the number of
outstanding shares of Class B Stock is less than 12 1/2% of such aggregate
number, in each case as determined on the record date for the stockholder vote.
The Registrant may not subdivide or combine either class of Common
Stock without at the same time combining or subdividing shares of the other
class of Common Stock in the same proportion. Upon liquidation of the
Registrant, holders of the Class A Stock and the Class B Stock are entitled to
share ratably in any assets available for distribution to stockholders after
payment of all obligations of the Registrant, and payments due in respect of any
other senior securities of the Registrant, including any shares of Preferred
Stock. Holders of Common Stock do not have cumulative voting rights or
preemptive, subscription or, except as set forth above with respect to the Class
B Stock, conversion rights.
Warrants
General. Warrants to purchase 2,450,256 shares of the Registrant's
Class A Stock (the "Warrants") have been issued in registered form pursuant to
the terms of a warrant agreement (the "Warrant Agreement") dated October 3, 1994
between the Registrant and The First National Bank of Boston, as the warrant
agent (the "Warrant Agent"), a copy of which is filed as an exhibit to the
Annual Report on Form 10-K incorporated herein by reference. The statements
herein relating to the Warrants and the Warrant Agreement are summaries and are
subject to the detailed provisions of the Warrant
Agreement, to which reference is hereby made for a complete statement of those
provisions. Whenever particular provisions of the Warrant Agreement or terms
defined therein are referred to herein, those provisions or definitions are
incorporated by reference as part of the statements made, and the statements are
qualified in their entirety by that reference.
The Warrants represent a portion of the warrants issued by the
Registrant in the Registrant's acquisition of the pharmaceutical, animal health,
aquatic animal health and bulk antibiotic businesses of A.L. Industrier AS, a
Norwegian corporation ("A.L. Industrier") on October 3, 1994 (the "Combination
Transaction"). In the Combination Transaction, the Registrant issued warrants
to purchase an aggregate of 3,600,000 shares of Class A Stock (representing
approximately 16.6% of the total Common Stock outstanding as of May 31, 1995,
assuming all warrants had been exercised at such date) pursuant to the Warrant
Agreement. All of the warrants issued pursuant to the Warrant Agreement have
identical terms, except that the warrants held by Einar W. Sissener and A/S
Swekk (the "Sissener Parties") (the "Sissener Warrants") are not exercisable or
transferable (except for certain permitted transfers) until October 3, 1997.
Exercise of Warrants. Each Warrant entitles the registered holder
thereof to purchase one share of Class A Stock an initial exercise price of
$21.945 per share (the "Exercise Price"), subject to certain antidilution
adjustments. The Exercise Price is payable in cash only. The Warrants are
exercisable, at the holder's option, as a whole or from time to time in part at
any time, beginning after the date that the registration statement on Form S-3
becomes effective and ending at 5:00 p.m., New York City time, on January 3,
1999 (the "Expiration Date") in accordance with the terms of the Warrants and
the Warrant Agreement. The Registrant may at its option extend the Expiration
Date of the Warrants for such period as it may determine. However, so long as
the Sissener Parties own the Sissener Warrants, any such change in the terms of
the Warrants is subject to certain restrictions on transactions with interested
parties pursuant to the General Corporation Law of the State of Delaware.
Notice of such change in the Expiration Date will be given to the Warrant Agent
and the holders of the Warrants. The Registrant will not be required to issue
any fractional shares of Class A Stock or, under certain circumstances, any
fractional Warrants. Holders of Warrants will receive cash in lieu of any such
fractional shares or Warrants.
Certain Adjustments. No adjustment in the Exercise Price or the
number of Warrant Shares purchasable upon exercise of the Warrants will be made
for any cash dividends or distributions payable out of consolidated earnings or
earned surplus. The Exercise Price and the number of Warrant Shares purchasable
upon exercise of each Warrant are subject to adjustment upon (1) the payment of
a dividend by the Registrant on its shares of Class A Stock in shares of Class A
Stock or Class B Stock, (2) any subdivision, combination, or reclassification of
the Class A Stock, (3) any distribution by the Registrant generally to the
holders of the Class A Stock of certain rights, options, or warrants to
subscribe for or purchase shares of Class A Stock at a price per share lower
than the then current market price per share, or (4) any distribution by the
Registrant generally to the holders of the Class A Stock of evidences of
indebtedness or assets (excluding certain cash dividends or distributions), or
other rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase Class A Stock. No adjustment
in the Exercise Price or the number of Warrant Shares purchasable upon exercise
of the Warrants will be required until cumulative adjustments would require a
change of at least 1% in the number of Warrant Shares purchasable upon exercise
of the Warrants. In lieu of adjusting the number of shares of Class A Stock
issuable upon exercise of each Warrant, the Registrant may elect to adjust the
number of outstanding Warrants.
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Notwithstanding the foregoing, in case of a consolidation, merger,
sale or conveyance of the property of the Registrant as an entirety or
substantially as an entirety, the holder of each outstanding Warrant shall
continue to have the right to exercise the Warrant for the kind and amount of
shares and other securities and property receivable by a holder of the number of
shares of Class A Stock for which such Warrants were exercisable immediately
prior thereto.
Transferability. Any Warrant may be transferred, split up, combined
or exchanged for another Warrant or Warrants entitling the registered holder
thereof to purchase a like number of shares of Class A Stock as the Warrant
certificate or certificates surrendered. Certificates may be exchanged for
other certificates in different denominations representing Warrants to purchase
the same aggregate number of shares at any time.
No Rights as Holder of Class A Stock. No holder of Warrants shall be
entitled to vote or consent or receive dividends or be deemed for any other
purpose the holder of Class A Stock or of any other securities of the Registrant
that may at any time be issuable upon the exercise of the Warrants until the
Warrants are properly exercised as provided in the Warrant Agreement.
Certain Registration Rights. The Warrants were issued pursuant to
exemptions from the registration requirements of the Securities Act, in reliance
on Regulation S promulgated under, and Section 4(2) of, the Securities Act.
Pursuant to the Warrant Agreement, the Registrant is obligated to file with the
Commission and use its best efforts to cause the Registration Statement to
become effective by October 3, 1995. The Registrant is also obligated to use
its best efforts to keep the Registration Statement continuously effective from
the date on which it is declared effective by the Commission through the tenth
business day following the Expiration Date or in the case of any affiliate of
the Registrant, until the earlier of (x) such time as may be necessary to permit
sale of such affiliate's Warrant Shares or (y) the second anniversary of the
Expiration Date. Pursuant to the Warrant Agreement, the Registrant is obligated
to take all action necessary to list the Warrants and the Warrant Shares for
trading or quotation on the New York Stock Exchange or, if such listing is in
the opinion of the Registrant impracticable, on another national securities
exchange or an over-the-counter quotation system as the Registrant's Board of
Directors deems appropriate to facilitate the trading of the Warrants and the
Warrant Shares.
Item 2. Exhibits.
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No. Description
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1. Amended and Restated Certificate of Incorporation of A.L. Pharma Inc., dated
September 30, 1994 and filed with the Secretary of State of Delaware on
October 3, 1994 (Incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K (File No. 1-8593) for the fiscal
year ended December 31, 1994).
2. Amended and Restated Bylaws of A.L. Pharma Inc., effective as of October 3,
1994 (Incorporated by reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K (File No. 1-8593) for the fiscal year ended December 31,
1994).
3. Warrant Agreement (the "Warrant Agreement") dated October 3, 1994 between
the Registrant and the First National Bank of Boston, as Warrant Agent.
(Incorporated by reference to Exhibit 4.2 of the Registrant's Annual Report
on Form 10-K (File No. 1-8593) for the fiscal year ended December 31, 1994).
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4. Form of Warrant Certificate (included as Exhibit A to the Warrant
Agreement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
A.L. PHARMA INC.
By: /s/ Jeffrey E. Smith
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Name: Jeffrey E. Smith
Title: Vice President, Finance and
Chief Financial Officer
Date: June 15, 1995
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