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):
December 19, 2005
Alpharma Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-8593 22-2095212
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification)
One Executive Drive, Fort Lee, New Jersey 07024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(201) 947-7774
Not Applicable
(Former name or former address, if changed since
last report)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 19, 2005, the Registrant and Actavis Group hf ("Actavis") entered
into Amendment No. 3 to the Stock and Asset Purchase Agreement ("Agreement")
relating to the sale of the Registrant's U.S. and International Generics
business (the "Generics Business") filed by the Registrant as Exhibit 10.1 to
its Report on Form 8-K dated October 17, 2005.
The Agreement permitted the Registrant to cause dividends to be paid out of the
Generics Business and required the Registrant to retire or retain any debt of
the Generics Business. Pursuant to Amendment No. 3, (i) approximately EUR 30
million in cash was retained in the Generics Business, (ii) the principal amount
of the receivable held by an entity which will continue to be affiliated with
the Registrant that was assigned to Actavis was decreased from approximately EUR
134.7 million plus accrued interest to EUR 107.6 million plus accrued interest,
(iii) an entity affiliated with the Registrant retained a receivable from an
entity within the Generics Business in a principal amount of approximately EUR
27.1 million plus accrued interest and Actavis guaranteed the repayment of the
receivable on or before February 14, 2006 and (iv) a payable of approximately
EUR 25 million plus accrued interest owing to an entity within the Generics
Business by an entity which will continue to be affiliated with the Registrant
was assumed by Actavis. These transactions did not have any net economic effect
on the previously reported purchase price of US$810 million on a basis net of
cash and indebtedness.
In addition, Amendment No. 3 provided for (i) the post-closing payment to the
Registrant of any freely-usable cash that may have been retained in the Generics
Business as of the Closing as the result of the technical inability of the
Registrant to remove all such cash prior to the Closing, (ii) mechanics for the
post-closing payment by the Registrant of US$6.7 million due under a settlement
agreement of a class-action lawsuit executed prior to the Closing which related
to pre-closing product sales by the Generics Business and (iii) certain changes
in the allocation schedule related to the sale of the Generics Business.
Certain other amendments to the Agreement have not been filed based upon the
fact that they are not material to the Registrant.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On December 23, 2005, the Registrant (i) gave notice to the Trustee under its
8.625% Senior debt due 2011 ("Senior Debt") that it has irrevocably elected to
redeem all of said notes in accordance with the terms of the relevant note
indenture and (ii) gave notice to the Trustee under its 3% Convertible Senior
Subordinated Notes ("Convertible Debt") that it has irrevocably elected to
redeem all of said notes in accordance with the terms of the relevant note
indenture. Pursuant to such action (i) the Registrant will be obligated to pay
approximately US$243.2 million to the Trustee for the benefit of the holders of
the Senior Debt on or about January 23, 2006 and (ii) to the extent the holders
of the Convertible Debt do not exercise their right to convert said notes into
Class A Common Stock of the Registrant (at a conversion price of US$32.11), the
Registrant will be obligated to pay approximately US$161.9 million to the
Trustee for the benefit of the holders of the Convertible Notes on or about
January 23, 2006.
2
In addition, on December 20, 2005, an indirect wholly-owned subsidiary of the
Registrant repaid, in full, the US$95 million loan made to it by DNB Nor Bank on
December 7, 2005 and on December 20, 2005, the Registrant repaid the US$30
million term loan portion of its US$225 million Asset Backed Loan facility dated
October 26, 2005. These repayments were required under the terms of the related
loan agreements as a result of the closing of the sale of the Generics Business
(see Item 2.01 below).
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On December 19, 2005, the Registrant completed the sale of its Generics Business
to Actavis pursuant to the terms of the Agreement, as amended. Other than the
purchase and sale of goods in the ordinary course of business and the
transaction being reported hereby, the Registrant and Actavis have no material
relationship.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
On December 19, 2005, the Registrant completed the sale of its Generics business
to Actavis pursuant to the terms of the Agreement as amended. The attached
unaudited Condensed Consolidated Pro Forma Financial information has been
presented for informational purposes only and is not indicative of any future
results of operations or the results that might have occurred if the sale had
actually been completed on the indicated dates.
The unaudited pro forma Condensed Consolidated Financial information of the
Company is based on and should be read in conjunction with the audited
consolidated financial statements and notes thereto appearing in the Company's
Annual Report on Form 10-K/A for the year ended December 31, 2004 and in
conjunction with the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2005.
Pro forma financial information required in connection with the sale of the
Registrant's Generics Business (see Item 2.01 above) is attached hereto as an
Exhibit.
ALPHARMA INC.
By: /S/ Matthew T. Farrell
-------------------------------------
Matthew T. Farrell
Executive Vice President and
Chief Financial Officer
Date: December 23, 2005
3
EXHIBIT LIST
10.1 Financial information as required pursuant to Items 2.01 and 9.01 in
connection with the sale of the Generics Business
10.2 Amendment No. 3 dated December 19, 2005, to the Stock and Asset Purchase
Agreement dated as of October 17, 2005, between the Registrant and, certain
of the Registrant's subsidiaries, and Actavis Group hf.
4