SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report: January 28, 2003
Date of earliest event reported: January 22, 2003
ICN PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11397 33-0628076
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
3300 Hyland Avenue
Costa Mesa, California 92626
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (714) 545-0100
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ITEM 5. OTHER EVENTS.
On January 22, 2003, the registrant issued a press release announcing
that it has settled outstanding litigation involving the registrant, Ribapharm
Inc., a Delaware corporation, and certain of their officers and directors.
A copy of the press release issued by the registrant on January 22,
2003 is filed herewith and incorporated herein by reference as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
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99.1 Press release issued January 22, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Dated: January 28, 2003
ICN PHARMACEUTICALS, INC.
By: /s/ Gregory Keever
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Name: Gregory Keever
Title: Executive Vice President,
General Counsel and
Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release issued January 22, 2003
<page>
Exhibit 99.1
Investor Contact:
Jeff Misakian
714-545-0100, ext. 3230
ICN AND RIBAPHARM ANNOUNCE SETTLEMENT OF LITIGATION
RIBAPHARM ANNOUNCES RESIGNATIONS
Costa Mesa, CA, January 22, 2003 -- ICN Pharmaceuticals (NYSE: ICN)
and Ribapharm Inc. (NYSE: RNA) announced today that they have settled
outstanding litigation involving ICN, Ribapharm and certain of their officers
and directors. ICN owns approximately 80.1% of the outstanding Ribapharm
shares.
Ribapharm also announced that Chairman and Chief Executive Officer
Johnson Y.N. Lau, M.D. has resigned as an officer and director of Ribapharm,
and that board members Kim Campbell, Arnold Kroll, Hans Thierstein and John
Vierling have also resigned as directors. Ribapharm's Chief Financial Officer,
Thomas Stankovich, and General Counsel, Roger Loomis, have resigned their
positions. All of the resignations are effective immediately.
Dr. Lau stated that he and the other resigning officers and directors
had determined to resign in order to let Ribapharm move on following recent
differences with ICN.
ICN Chairman and Chief Executive Officer, Robert W. O'Leary, thanked
the departing Ribapharm directors and officers for ending the uncertainty
regarding Ribapharm's leadership.
"We recognize and appreciate the valuable contributions made by the
management and board during this critical period in the company's history,"
said Mr. O'Leary. "I wish them every success as they pursue new opportunities
going forward."
"In addition, I want to thank the dedicated staff of scientists for
continuing their important work on key scientific development activities and
other employees of both ICN and Ribapharm for remaining focused on their
responsibilities over the past few weeks," Mr. O'Leary concluded.
About ICN
ICN is an innovative, research-based global pharmaceutical company
that manufactures, markets and distributes a broad range of prescription and
non-prescription pharmaceuticals under the ICN brand name. Its research and
new product development focuses on innovative treatments for dermatology,
infectious diseases and cancer.
About Ribapharm
Ribapharm is a biopharmaceutical company that seeks to discover,
develop, acquire and commercialize innovative products for the treatment of
significant unmet medical needs, principally in the antiviral and anticancer
areas.
THE SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. This press release contains forward-looking statements that involve
risks and uncertainties, including but not limited to, projections of future
sales, operating income, returns on invested assets, regulatory approval
processes, success of the company's strategic repositioning initiatives and
the ability of management to execute them, success of the company's ongoing
inventory reduction program and other cost-cutting measures, and other risks
detailed from time to time in the company's Securities and Exchange Commission
filings.
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