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
Date of Report: June 20, 1997
FAULDING INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-13588 04-2769995
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(State or Other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
200 Elmora Avenue, Elizabeth, New Jersey 07207
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 527-9100
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This document consists of 4 consecutively numbered pages; Index to Exhibit
appears on p. 3.
Item 5. Other Events
On June 3, 1997, the Registrant received a merger proposal
(the "Proposal") from F.H. Faulding & Co. Limited ("Faulding") the parent of
Registrant's majority stockholder, Faulding Holdings Inc. ("Holdings"). In the
Proposal, Faulding offered to acquire all of the outstanding shares of common
stock, par value $0.01 per share (the "Common Stock"), of Registrant not
currently owned by Holdings at a price of $12 per share in cash. Faulding
currently owns approximately 61.5% of the Company's outstanding Common Stock and
would own approximately 73.2% of the Common Stock upon the conversion of its
preferred stock in the Registrant.
The acquisition contemplated by the Proposal would be
structured as a merger pursuant to which a newly organized United States
subsidiary of Faulding would be merged into the Registrant as a result of which
a subsidiary of Faulding would acquire all of the issued and outstanding shares
of Common Stock that are not currently owned by it for $12 per share in cash.
The Board of Directors of the Registrant held a meeting on
June 3, 1997 and appointed a Special Committee of the Board, consisting of Bruce
C. Tully and Joseph C. Minio, who are outside, independent directors of the
Registrant, to consider whether the proposal is fair to and in the best interest
of the Registrant and its stockholders, and to recommend whether the Board of
Directors should accept the proposal. The Special Committee has hired the law
firm of White & Case to act as independent legal counsel and intends to hire an
investment banking firm to act as independent financial advisors to assist the
Special Committee in its evaluation of the Proposal.
Following public announcement of the Proposal, four lawsuits,
all brought as purported class actions, were filed in the Delaware Chancery
Court, naming the Registrant, the members of the Board of Directors of the
Registrant, Faulding and Holdings as defendants. Copies of the complaints are
annexed hereto.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial Statements
Inapplicable
(b) Pro Forma Financial Information
Inapplicable
(c) Exhibits
99.1 Letter, dated June 3, 1997 from Edward D.
Tweddell, CEO, Group Managing Director, F.H.
Faulding & Co. Limited to Board of
Directors, Faulding Inc.
99.2 Faulding Inc. press release dated June 3,
1997
99.3 Class Action Complaint in Dechter v.
Tweddell, civ. A. No. 15722NC
99.4 Class Action Complaint in Golde v. Faulding
Inc., civ. A. No. 15728NC
99.5 Class Action Complaint in Harbor Finance
Partners v. Tweddell, civ. A. No. 15724NC
99.6 Class Action Complaint in Zimmerman v.
Moldin, civ. A. No. 15723NC
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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 thereunto duly authorized.
Dated: June 20, 1997 FAULDING INC.
(Registrant)
By:___________________________
Richard F. Moldin
Chief Executive Officer
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