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): August 6, 1996
HALSEY DRUG CO., INC.
1827 Pacific Street, Brooklyn, New York
718-467-7500
Incorporated under Commission File I.R.S. Employer Identification Number
the laws of Number
State of New York 1-10113 11-0853640
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
As previously reported, on November 29, 1995 Halsey Drug Co., Inc. (the
"Company") consummated a private offering (the "November Private Offering") of
336 units of securities for an aggregate purchase price of $3,660,000. Each unit
consisted of (i) a 10% Convertible Subordinated Debenture due in November 2000
(the "November Debentures") in the principal amount of $10,000 issued at par and
(ii) 600 redeemable common stock purchase warrants expiring in November 2000
(the "November Redeemable Warrants").
The November Debentures will become due and payable as to principal five
years from the date of issuance. Interest, at the rate of 10% per annum, is
payable on a quarterly basis. The November Debentures are convertible at any
time after issuance into shares of common stock, $.01 par value per share (the
"Common Stock"), of the Company at a price of $2.50 per share, subject to
adjustment.
Each November Redeemable Warrant entitles the holder to purchase one share
of Common Stock for $2.50 during the five year period commencing on the date of
issuance. During April, May and June 1966, 201,000 November Redeemable Warrants
were exercised, and 600 November Redeemable Warrants remain outstanding as of
the date of this Report.
As of August 6, 1996, the Company consummated an additional private
offering (the "August Private Offering") of 250 units of securities for an
aggregate purchase price of $2,500,000. Each unit consisted of (i) a 10%
Convertible Subordinated Debenture due in August 2001 (the "August Debentures")
in the principal amount of $10,000 issued at par and (ii) 461 redeemable Common
Stock purchase warrants expiring in August 2001 (the "August Redeemable
Warrants").
The August Debentures will become due and payable as to principal five
years from the date of issuance. Interest, at the rate of 10% per annum, is
payable on a quarterly basis. Holders of August Debentures may elect to have
interest paid in Common Stock, at an issuance price of $3.25 per share. The
August Debentures are convertible at any time after issuance into shares of
Common Stock at a price of $3.25 per share, subject to adjustment.
Each August Redeemable Warrant entitles the holder to purchase one
Underlying Share for $3.25 during the five year period commencing on the date of
issuance.
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In connection with the November Private Offering, the Company agreed to
use its best efforts to appoint two independent directors to its Board of
Directors, each of whom are reasonably acceptable to the holders of a majority
in interest (the "Majority in Interest") of the principal amount of the November
Debentures. The Board of Directors has agreed to nominate and appoint, subject
to shareholder approval, such individuals to the Board for so long as the
Debentures remain outstanding. Following the closing of the November Private
Offering, Seymour Marcus and Dr. Jerome Dubowy resigned from the Board of
Directors effective November 28, 1995, and Richard H. Francis was appointed by
the Board to serve as a director until the 1996 annual meeting of shareholders
at which time he was elected to serve as a director. In addition to Mr. Francis,
William G. Skelly, an additional nominee of the Majority in Interest, was
elected at the 1996 annual meeting to serve as a director.
In connection with the August Private Offering, the Company agreed to use
its best efforts (i) to appoint an additional two independent directors to its
Board of Directors, each of whom are reasonably acceptable to the Majority in
Interest of the principal amount of the August Debentures and (ii) to maintain
the size of the Board of Directors at seven members. The Board of Directors has
agreed to nominate and appoint, subject to shareholder approval, such
individuals to the Board for so long as the Debentures remain outstanding.
Following the closing of the August Private Offering, Joseph F. Limongelli
resigned from the Board of Directors effective August 9, 1996.
As of the date of this Report, the Board of Directors consists of five
members. Two directors are members of management of the Company, two directors
are designees of the Majority in Interest of the November Debentures and one
director is unaffiliated with either management or the holders of the November
or August Debentures. In addition, two vacancies exist on the Board. Although
the Majority in Interest of the August Debentures is entitled to approve the
nominees to fill these vacancies, to date no nominees have been designated by
the Board. As a result of their contractual right to approve four nominees to
the Company's seven member Board of Directors, the Majority in Interest of each
of the November and August Debentures (the "Combined Majority in Interest") may
be deemed collectively to have acquired control of the Company. Additionally,
investors in the November and August Private Offerings may be deemed to have
acquired control of the Company through their ownership of approximately 36.7%
of the Common Stock issued and outstanding at August 16, 1996 (assuming (i)
conversion of all November and
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August Debentures, (ii) exercise of all November and August Redeemable Warrants
and (iii) conversion of all 10% Convertible Subordinated Debentures (the "July
Debentures") issued by the Company in a private offering of units of securities
which closed in July 1995).
In connection with the November and August Private Offerings, the Company
agreed to use its best efforts to appoint a Chief Financial Officer reasonably
acceptable to the Combined Majority in Interest. For so long as the November and
August Debentures remain outstanding, any successor Chief Financial Officer
similarly must be reasonably acceptable to the Combined Majority in Interest. As
of the date of this Report, the Company has not appointed a Chief Financial
Officer.
The following table sets forth information, as of August 16, 1996,
regarding the Common Stock beneficially owned by (i) each person known by the
Company to be the beneficial owner of five percent or more of the Common Stock,
(ii) each investor in the November and August Private Offerings, (iii) each
executive officer and director of the Company and (v) all executive officers and
directors as a group. Unless otherwise noted, (x) each of the persons named in
the table below as beneficially owning the shares set forth therein has sole
voting and investment power with respect to such shares and (y) all addresses
are at the Company's offices at 1827 Pacific Street, Brooklyn, New York 11233.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934.
No. of Shares
-------------
Beneficially Percent of
------------ ----------
Name of Beneficial Owner Owned Class
- ------------------------ ------------- -----
Rosendo Ferran 61,904(1) *
Leonard H. Weiss 85,625(2) *
Richard H. Francis 23,000(3) *
Alan J. Smith 4,600(4) *
William G. Skelly 0(5) *
Zatpack, Inc. 1,107,859(6) 10.4
c/o Wilkie Farr & Gallagher
153 East 53rd Street
New York, N.Y. 10022
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No. of Shares
-------------
Beneficially Percent of
------------- ----------
Name of Beneficial Owner Owned Class
- ------------------------ ----- -----
Harbour Investments, Ltd. 1,723,384(7) 15.5
Hemisphere House
9 Church Street
Hamilton, Bermuda
Strong Special Investment Limited 575,000(8) 5.7
Partnership
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Strong Capital Management, Inc. 3,375,697(9) 26.2
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Strong Quest Limited Partnership 36,149(10) *
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Strong Discovery Fund 216,890(11) 2.2
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Chateau Holding Co. Limited 368,000(12) 3.7
Chelston Park, Building No. 2
Collymore Rock
St. Michael, Barbados
James and Linda C. Youmans 43,378(13) *
Birnbaumweg 21
4301 Bottmingen, Switzerland
John B. Hurford 35,380(14) *
175 East 62nd Street
New York, N.Y. 10021
St. John & Wayne 10,845(15) *
Two Penn Plaza East
Newark, N.J. 07105
Bernard Selz 108,446(16) 1.1
121 73rd Street
New York, N.Y. 10021
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No. of Shares
-------------
Beneficially Percent of
------------ ----------
Name of Beneficial Owner Owned Class
- ------------------------ ------------- -----
Katherine M. Bristor 17,690(17) *
2 East 70th Street
New York, N.Y. 10021
Kenneth J. Gimbel 93,649(18) *
c/o Donaldson, Lufkin & Jenrette
Securities Corp.
One Pershing Plaza
Jersey City, N.J. 07399
William Priest 540,500(19) 5.3
c/o BEA Associates
One Citicorp Center
153 East 53rd Street
New York, N.Y. 10022
William Marquard 701,500(20) 6.8
c/o BEA Associates
One Citicorp Center
153 East 53rd Street
New York, N.Y. 10022
Michael Rainisch 26,890(21) *
48 Radford Street
Staten Island, New York 10314
Ilene Rainisch 31,490(22) *
315 Devon Place
Morganville, N.J. 07751
HKS & Co., Inc. 309,350(23) 3.1
P.O. Box 4617
Warren, N.J. 07059
Hemant K. Shah and Varsha H. Shah 50,608(24) *
29 Christy Drive
Warren, N.J. 07059
Varsha H. Shah c/f Sachin H. Shah 10,845(25) *
29 Christy Drive
Warren, N.J. 07059
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No. of Shares
-------------
Beneficially Percent of
------------ ----------
Name of Beneficial Owner Owned Class
- ------------------------ ------------- -----
Varsha H. Shah c/f Sumeet H. Shah 10,845(26) *
29 Christy Drive
Warren, N.J. 07059
Peter and Carol Ann Daniels 9,200(27) *
15 Martin Street
Bloomfield, N.J. 07003
All directors and executive officers 179,129 1.8
as a group (5 persons)
* Less than one percent of shares outstanding.
(1) Includes 36,000 shares subject to currently exercisable stock options and
8,000 shares issuable upon conversion of November Debentures. Does not include
120,000 shares subject to options exercisable in November 1996. The November
Debentures are held jointly with Mr. Ferran's spouse. Mr. Ferran is the
President and Chief Executive Officer and a director of the Company.
(2) Includes 20,000 shares subject to currently exercisable
stock options. Does not include 60,000 shares subject to options
exercisable in November 1996. Mr. Weiss is the Executive Vice
President and a director of the Company.
(3) Includes 20,000 shares issuable upon conversion of the
November Debentures. Mr. Francis is a director of the Company.
(4) Includes 4,000 shares issuable upon conversion of the
November Debentures and 600 shares issuable upon exercise of the
November Redeemable Warrants. Dr. Smith is a director of the
Company.
(5) Mr. Skelly is a director of the Company.
(6) Includes 607,859 shares issuable upon conversion of a convertible
subordinated promissory note, including interest accruing thereon through June
30, 1996.
(7) Includes 675,000 shares issuable upon conversion of July Debentures,
300,000 shares issuable upon conversion of November Debentures, 246,154 shares
issuable upon conversion of August Debentures, 6,154 shares issuable in payment
of interest on August Debentures and 36,880 shares issuable upon exercise of the
August Reedeemable Warrants. See footnote 9 below.
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(8) Includes 200,000 shares issuable upon conversion of July Debentures and
300,000 shares issuable upon conversion of the November Debentures. See footnote
9 below.
(9) Strong Capital Management, Inc. ("SCMI") has and Richard Strong, a
principal of SCMI, may be deemed to have either sole voting power and or sole
dispositive power over the listed shares. Includes all shares beneficially owned
by Harbour Investments Ltd. of which SCMI is the advisor and all shares
beneficially owned by Strong Special Investment Limited Partnership, Strong
Quest Limited Partnership and Strong Discovery Fund, entities advised by SCMI.
The information with respect to Mr. Strong and SCMI is based upon a Schedule
13-G dated April 9, 1996 filed by such persons and other written information
provided to the Company.
(10) Includes 30,770 shares issuable upon conversion of August Debentures, 769
shares issuable in payment of interest on August Debentures and 4,610 shares
issuable upon exercise of the August Redeemable Warrants. See footnote 9 above.
(11) Includes 184,615 shares issuable upon conversion of August Debentures,
4,615 shares issuable in payment of interest on August Debentures and 27,660
shares issuable upon exercise of the August Redeemable Warrants. See footnote 9
above.
(12) Includes 200,000 shares issuable upon conversion of July Debentures and
120,000 shares issuable upon conversion of November Redeemable Warrants.
(13) Includes 36,923 shares issuable upon conversion of August Debentures, 923
shares issuable in payment of interest on August Debentures and 5,532 shares
issuable upon exercise of August Redeemable Warrants.
(14) Includes 30,770 shares issuable upon conversion of August Debentures and
4,610 shares issuable upon exercise of August Redeemable Warrants.
(15) Includes 9,231 shares issuable upon conversion of August Debentures, 231
shares issuable in payment of interest on August Debentures and 1,383 shares
issuable upon exercise of August Redeemable Warrants.
(16) Includes 92,308 shares issuable upon conversion of August Debentures,
2,308 shares issuable in payment of interest on August Debentures and 13,830
shares issuable upon exercise of August Redeemable Warrants.
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(17) Includes 15,385 shares issuable upon conversion of August Debentures and
2,305 shares issuable upon exercise of August Redeemable Warrants.
(18) Includes 50,000 shares issuable upon conversion of July Debentures, 30,770
shares issuable upon conversion of August Debentures, 769 shares issuable in
payment of interest on August Debentures and 4,610 shares issuable upon exercise
of the August Redeemable Warrants.
(19) Includes 250,000 shares issuable upon conversion of July Debentures and
220,000 shares issuable upon conversion of the November Debentures.
(20) Includes 250,000 shares issuable upon conversion of July Debentures and
360,000 shares issuable upon conversion of November Debentures.
(21) Includes 8,000 shares issuable upon conversion of November Debentures,
15,385 shares issuable upon conversion of August Debentures and 2,305 shares
issuable upon exercise of August Redeemable Warrants.
(22) Includes 12,000 shares issuable upon conversion of November Debentures,
15,385 shares issuable upon conversion of August Debentures and 2,305 shares
issuable upon exercise of August Redeemable Warrants.
(23) Includes 165,000 shares issuable upon conversion of July Debentures and
104,000 shares issuable upon conversion of November Debentures.
(24) Includes 43,077 shares issuable upon conversion of August Debentures,
1,077 shares issuable in payment of interest on August Debentures and 6,454
shares issuable upon exercise of the August Redeemable Warrants.
(25) Includes 9,231 shares issuable upon conversion of August Debentures, 231
shares issuable in payment of interest on August Debentures and 1,383 shares
issuable upon exercise of August Redeemable Warrants.
(26) Includes 9,231 shares issuable upon conversion of August Debentures, 231
shares issuable in payment of interest on August Debentures and 1,383 shares
issuable upon exercise of August Redeemable Warrants.
(27) Includes 8,000 shares issuable upon conversion of November
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Debentures.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
In connection with the transactions which resulted in the change of
control described in Item 1 above, Messrs. Seymour Marcus, Jerome Dubowy and
Joseph F. Limongelli resigned from the Company's Board of Directors, all without
disagreement with the Company. In addition, Mr. Alexander Marcus resigned from
the Board of Directors in April 1996, also without any such disagreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Exhibits
Exhibit
- -------
Number Description
- ------ -----------
4.1 Form of 10% Convertible Subordinated Debenture
(incorporated by reference to Exhibit 4.1 to the Registrant's
Current Report on Form 8-K dated December 4, 1995 (the
"December 8-K")).
4.2 Form of Redeemable Common Stock Purchase
Warrant (incorporated by reference to Exhibit
4.2 to the December 8-K).
4.3 Form of 10% Convertible Subordinated Debenture (incorporated
by reference to Exhibit 99 to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1996 (the
"June 10-Q")).
4.4 Form of Redeemable Common Stock Purchase
Warrant (incorporated by reference to Exhibit
4.1 to Amendment No. 1 ("Amendment No. 1") to
the June 10-Q).
10.1 Letter Agreement, dated as of August 6, 1996, among Halsey
Drug Co., Inc., The Chase Manhattan Bank, The Bank of New
York and Israel Discount Bank of New York (incorporated by
reference to Exhibit 10.1 to Amendment No. 1).
99 Press Release (filed herewith).
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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 thereunto duly authorized.
HALSEY DRUG CO., INC.
By: \s\ Rosendo Ferran
------------------
Rosendo Ferran
President and Chief
Executive Officer
Date: September 10, 1996
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EXHIBIT INDEX
-------------
Exhibit
- -------
Number Description
- ------ -----------
4.1 Form of 10% Convertible Subordinated Debenture
(incorporated by reference to Exhibit 4.1 to the Registrant's
Current Report on Form 8-K dated December 4, 1995 (the
"December 8-K")).
4.2 Form of Redeemable Common Stock Purchase
Warrant (incorporated by reference to Exhibit
4.2 to the December 8-K).
4.3 Form of 10% Convertible Subordinated Debenture (incorporated
by reference to Exhibit 99 to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1996 (the
"June 10-Q")).
4.4 Form of Redeemable Common Stock Purchase
Warrant (incorporated by reference to Exhibit
4.1 to Amendment No. 1 ("Amendment No.1") to
the June 10-Q).
10.1 Letter Agreement, dated as of August 6, 1996, among Halsey
Drug Co., Inc., The Chase Manhattan Bank, The Bank of New
York and Israel Discount Bank of New York (incorporated by
reference to Exhibit 10.1 to Amendment No. 1).
99 Press Release (filed herewith).
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