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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): April 16, 2001
ALLERGAN SPECIALTY THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-23641 33-0779207
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
2525 DUPONT DRIVE, IRVINE, CALIFORNIA 92612
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 246-6301
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On April 16, 2001 (the "Notice Date"), Allergan, Inc. ("Allergan")
delivered notice to Allergan Specialty Therapeutics, Inc. (the "Registrant") of
Allergan's exercise of its option pursuant to the Registrant's Restated
Certificate of Incorporation (the "Restated Certificate") to purchase all of the
3,272,690 issued and outstanding shares of Class A Common Stock of the
Registrant (the "Purchase Option"). Allergan further notified the Registrant
that, as determined in accordance with the Restated Certificate, the aggregate
purchase price for such shares of the Registrant's Class A Common Stock will be
$71,007,000 (the "Purchase Price"), or $21.70 per share of outstanding Class A
Common Stock. The closing of the purchase of all Class A Common Stock is
scheduled to occur on April 20, 2001 (the "Closing Date").
Allergan will pay this Purchase Price in cash. On or before the Closing
Date, Allergan will deposit the full amount of the Purchase Price with EquiServe
N.A. (the "Payment Agent"). Funds deposited with the Payment Agent will be
delivered in trust for the benefit of the holders of the Registrant's Class A
Common Stock, and Allergan will provide the Payment Agent with irrevocable
instructions to pay, on or after the Closing Date, the Purchase Price for the
shares of Class A Common Stock to the holders of record thereof determined as of
the Closing Date. Payment for shares of the Registrant's Class A Common Stock
will be mailed to each holder at the address set forth in the Registrant's
records or at the address provided by each holder or, if no address is set forth
in the Registrant's records for a holder or provided by such holder, to such
holder at the address of the Registrant. As soon as practicable upon Allergan's
request, the Registrant will provide, or will cause its transfer agent to
provide, to Allergan or to the Payment Agent, free of charge, a complete list of
the record holders of Class A Common Stock, as of a specified date, including
the number of shares of Class A Common Stock held of record and the address of
each record holder as set forth in the records of the Registrant's transfer
agent.
Transfer of title to all of the issued and outstanding shares of Class
A Common Stock will be deemed to occur automatically on the Closing Date, and,
thereafter, the Registrant will be entitled to treat Allergan as the sole holder
of all of the issued and outstanding shares of its Class A Common Stock,
notwithstanding the failure of any holder of Class A Common Stock to tender the
certificates representing such shares to the Payment Agent, whether or not such
tender is required or requested by the Payment Agent. The Registrant will
instruct its transfer agent not to accept any shares of Class A Common Stock for
transfer on and after the Closing Date, other than as necessary to process any
trade or transfer effected prior to the Closing Date.
EquiServe N.A. has been retained by Allergan to serve as the Payment
Agent. Letters of transmittal, together with instructions relating thereto, are
expected to be provided promptly following the Closing Date to the Registrant's
former stockholders so that such stockholders may receive their respective pro
rata shares of the Purchase Price.
Allergan has advised the Registrant that Allergan will fund the
purchase of all outstanding shares of Class A Common Stock from cash reflected
on Allergan's balance sheet.
One exhibit to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 is incorporated herein by reference. Copies
of the joint press release, dated April 16, 2001, issued by Allergan and ASTI
relating to the announcement of the exercise of the
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Purchase Option and Allergan's notice of the Purchase Price, dated April 16,
2001, delivered by Allergan to the Registrant, are attached hereto as Exhibits
99.2 and 99.3, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Registrant's Restated Certificate of Incorporation.(1)
99.2 Joint press release of Allergan and the Registrant, dated
April 16, 2001.
99.3 Notice of Final Purchase Price, dated April 16, 2001,
delivered by Allergan to the Registrant.
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(1) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 and incorporated herein by
reference.
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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.
ALLERGAN SPECIALTY THERAPEUTICS, INC.
Dated: April 16, 2001 By: /s/ DOUGLAS S. INGRAM
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Douglas S. Ingram
General Counsel and Secretary
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INDEX TO EXHIBITS
99.1 Registrant's Restated Certificate of Incorporation.(1)
99.2 Joint press release of Allergan and the Registrant, dated April 16,
2001.
99.3 Notice of Final Purchase Price, dated April 16, 2001, delivered by
Allergan to the Registrant.
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(1) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 and incorporated herein by
reference.
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