UNITED STATES
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 (Date of earliest event reported): September 23, 2005
LEINER HEALTH PRODUCTS INC.
Delaware 333-118532 95-3431709
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
901 East 233rd Street, Carson, CA 90745
(Address of Principal Executive Offices, including Zip Code)
(310) 835-8400
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CRF 240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement.
On September 23, 2005, Leiner Health Products Inc. ("Leiner")
amended its Credit Agreement (dated May 27, 2004), by entering into Amendment
No.1 and Acknowledgement, (the "Amendment") among Leiner, LHP Holding Corp.,
Leiner Health Products, LLC and Leiner Health Services Corp. as Borrower, the
Guarantor, the Subsidiary Guarantors, the Lenders, UBS Securities LLC and Morgan
Stanley Senior Funding, Inc., as joint lead arrangers and joint book-runners,
Morgan Stanley Senior Funding, Inc., as syndication agent, Credit Suisse First
Boston, as documentation agent, UBS Loan Finance LLC, as swingline lender and
UBS AG, Stamford Branch, as issuing bank, as administrative agent for the
Lenders and as collateral agent for the Secured Parties and the Issuing Bank.
The Amendment revised the Credit Agreement by acknowledging the
acquisition of substantially all of the assets related to Pharmaceutical
Formulations, Inc.'s solid dose pharmaceutical products business for $23 million
in cash as a Permitted Acquisition and amending the required minimum
Consolidated Indebtedness to Credit Agreement EBITDA Leverage Ratio and Credit
Agreement EBITDA to Consolidated Interest Expense Ratio, commencing with the
second quarter of fiscal 2006, ended September 24, 2005 and extending through
the term of the Credit Agreement.
ITEM 2.01. Completion of Acquisition or Disposition of Assets.
As previously reported in a Form 8-K dated July 8, 2005, Leiner
Health Products, LLC ("Leiner LLC") entered into an Asset Purchase and Sale
Agreement dated July 8, 2005 with Pharmaceutical Formulations, Inc. ("PFI"). As
a result of negotiations between Leiner LLC, PFI, the Official Committee of
Unsecured Creditors and other parties in interest, on September 9, 2005, Leiner
LLC and PFI agreed on an Amended and Restated Asset Purchase Sale Agreement.
On September 23, 2005, Leiner LLC completed its acquisition of
substantially all of the assets of PFI after receiving approval from the U.S.
Bankruptcy Court for the District of Delaware. Pursuant to the Amended and
Restated Asset Purchase Sale Agreement, Leiner LLC agreed to buy substantially
all of PFI's over-the-counter pharmaceutical assets (the "PFI Business"),
including trade payables related solely to the PFI Business. Excluded assets
include assets related to the business conducted by PFI's Konsyl Pharmaceuticals
Inc. subsidiary and any assets of the Non-Acquired Business. The $23 million
acquisition was funded with $13 million in new equity from Leiner's equity
sponsors as well as a $10 million draw on Leiner's revolving credit facility.
ITEM 8.01 Other Events.
On September 26, 2005, Leiner issued a press release announcing that
it obtained lender consents for enhanced financing flexibility and that Leiner
LLC completed its acquisition of substantially all of the assets of PFI. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
ITEM 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Financial statements required by this item will be filed not later
than 71 calendar days after that this 8-K was required to be filed.
(b) Pro forma financial information.
The required pro forma financial information shall be disclosed
simultaneously with the financial statements as set forth in Item 9.01(a) above.
(c) Exhibits.
99.1 Text of Press release, dated September 26, 2005, issued by
Leiner and described in Item 8.01.
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 hereunto duly authorized.
LEINER HEALTH PRODUCTS INC.
By: /s/ Robert Reynolds
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Name: Robert Reynolds
Title: Executive Vice President and Chief
Financial Officer
Dated: September 27, 2005