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
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Date of Report (Date of earliest event reported): November 30, 2005
CHATTEM, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-5905 62-0156300
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
1715 West 38th Street, Chattanooga, Tennessee 37409
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(Address of principal executive offices, including zip code)
(423) 821-4571
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(Registrant's telephone number, including area code)
Item 1.01. Entry into a Material Definitive Agreement
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On November 30, 2005, Chattem, Inc. (the "Company"), and its wholly owned
subsidiary, Signal Investment & Management Co., entered into an Asset Purchase
and Sale Agreement (the "Purchase Agreement") with The Mentholatum Company, Inc.
and The Mentholatum Company of Canada Ltd. (collectively, the "Purchaser"),
regarding the sale of the Company's pHisoderm(R) line of skin care products, for
a purchase price of $8.5 million plus inventories of approximately $1.1 million.
Of the total purchase price, $2.9 million is being held in escrow subject to
certain post-closing conditions, the preponderance of which are expected to be
satisfied by February 2006. The closing of the transactions contemplated by the
Purchase Agreement also occurred on November 30, 2005. The foregoing description
of the terms and conditions of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Purchase
Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1 and is
incorporated herein by reference. A copy of the press release dated December 5,
2005 announcing the transaction is attached hereto as Exhibit 99.1.
Statements in this Form 8-K which are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risks,
uncertainties and assumptions that could cause actual outcomes and results to
differ materially from those expressed or projected.
Item 9.01 Financial Statements and Exhibits
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(c) The following exhibits are being furnished herewith:
Exhibit No. Exhibit Description
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10.1 Asset Purchase and Sale Agreement dated November 30, 2005 by
and between Chattem, Inc., Signal Investment & Management
Co., The Mentholatum Company, Inc. and The Mentholatum
Company of Canada Ltd.
99.1 Press Release dated December 5, 2005.
SIGNATURES
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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.
December 5, 2005 CHATTEM, INC.
By: /s/ Theodore K. Whitfield, Jr.
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Theodore K. Whitfield, Jr.
Vice President and General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit Description
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10.1 Asset Purchase and Sale Agreement dated November 30, 2005 by
and between Chattem, Inc., Signal Investment & Management
Co., The Mentholatum Company, Inc. and The Mentholatum
Company of Canada Ltd.
99.1 Press Release dated December 5, 2005.