8-K

UNITED STATES

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): March 10, 2010

CHATTEM, INC.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee

(State or Other Jurisdiction of Incorporation)

0-05905	62-0156300
(Commission File Number)	(IRS Employer Identification No.)
1715 West 38th Street, Chattanooga, Tennessee	37409
(Address of Principal Executive Offices)	(Zip Code)

(423) 821-4571

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

¨ 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 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Chattem, Inc. (the “Company”), and U.S. Bank National Association, as trustee (“U.S. Bank”), are parties to (i) an Indenture, dated as of April 11, 2007 (the “1.625% Indenture”), governing the Company’s 1.625% convertible senior notes due 2014 (the “1.625% Notes”), and (ii) an Indenture, dated as of November 22, 2006 (the “2.00% Indenture” and together with the 1.625% Indenture, the “Indentures”), governing the Company’s 2.00% convertible senior notes due 2013 (the “2.00% Notes” and together with the 1.625% Notes, the “Notes”).

On March 10, 2010, the Company and U.S. Bank entered into supplemental indentures (the “Supplemental Indentures”) to amend the Indentures in order to set forth the conversion values for the Notes. As set forth in the respective supplemental indentures, each Note that is converted from and after the effective date of the Merger (as defined below) is convertible solely into cash at fixed conversion values.

The foregoing description of the Supplemental Indentures is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 10, 2010, pursuant to the Agreement and Plan of Merger, dated as of December 20, 2009 (the “Merger Agreement”), among sanofi-aventis (“Parent”), River Acquisition Corp., an indirect wholly-owned subsidiary of Parent (the “Purchaser”) and the Company, Parent completed its acquisition of the Company. The transaction was consummated through a cash tender offer (the “Offer”) by the Purchaser for all outstanding shares of common stock, without par value, of the Company (the “Shares”), followed by the “short-form” merger of the Purchaser with and into the Company (the “Merger”), with the Company surviving as an indirect wholly-owned subsidiary of Parent. As a result of the Merger, all Shares not tendered in the Offer (except for Shares held by Parent, the Company and their subsidiaries) were converted into the right to receive the same $93.50 per share in cash (the “Merger Consideration”), without interest thereon and less any required withholding taxes, paid in the Offer.

As a result of the transactions described above, the Company no longer fulfills the numerical listing requirements of the NASDAQ Global Select Market (“NASDAQ”). Accordingly, on March 10, 2010, at the Company’s request, NASDAQ filed with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 thereby effecting the delisting of the Shares from NASDAQ and the deregistration of the Shares under Section 12(b) of the Exchange Act. Upon the effectiveness of this Form 25 filing, the Company will file a Form 15 with the SEC to suspend its duty to file reports under Sections 13 and 15(d) of the Exchange Act and to deregister its common stock under Section 12(g) of the Exchange Act.

2

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on December 23, 2009.

Item 3.03. Material Modification to Rights of Security Holders.

As described in Item 3.01, as a result of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (except for Shares held by Parent, the Company and their subsidiaries) was converted into the right to receive the Merger Consideration. As described in Item 1.01, each Note that is converted from and after the effective date of the Merger will not be convertible into Shares and will be convertible solely into cash at fixed conversion values.

The information set forth in Items 1.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

Pursuant to the Merger Agreement, at the effective time of the Merger, Gregory Irace and Wayne Pisano, the directors of the Purchaser immediately prior to the effective time of the Merger, became the directors of the surviving corporation in the Merger, until the earlier of their death, resignation or removal or until their respective successors are duly designated or elected and qualified. Information about Messrs. Irace and Pisano has been previously disclosed in the Tender Offer Statement on Schedule TO, which was filed by Parent, the Purchaser, Sanofi-aventis Amérique du Nord S.N.C. (“ADN”), a direct wholly-owned subsidiary of Parent, and Aventis Inc., a direct wholly-owned subsidiary of ADN and an indirect wholly-owned subsidiary of Parent, with the SEC on January 11, 2010 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

4.1	First Supplemental Indenture, dated as of March 10, 2010, to the Indenture, dated as of April 11, 2007 relating to 1.625% Convertible Senior Notes due 2014
4.2	First Supplemental Indenture, dated as of March 10, 2010, to the Indenture, dated as of November 22, 2006 relating to 2.00% Convertible Senior Notes due 2013

3

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 hereunto duly authorized.

CHATTEM, INC.
By:	/s/ Theodore K. Whitfield, Jr.
	Name:	Theodore K. Whitfield, Jr.
	Title:	Vice President, General Counsel and Secretary

Dated: March 15, 2010

Exhibit Index

Exhibit No.	Exhibit
4.1	First Supplemental Indenture, dated as of March 10, 2010, to the Indenture, dated as of April 11, 2007 relating to 1.625% Convertible Senior Notes due 2014
4.2	First Supplemental Indenture, dated as of March 10, 2010, to the Indenture, dated as of November 22, 2006 relating to 2.00% Convertible Senior Notes due 2013

EX-4.1

Exhibit 4.1

CHATTEM, INC.

SANOFI-AVENTIS

and

U.S. BANK NATIONAL ASSOCIATION

First Supplemental Indenture

Dated as of March 10, 2010

to the

Indenture

Dated as of April 11, 2007

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March 10, 2010, is entered into by and among Chattem, Inc., a Tennessee corporation (the “Company”), sanofi-aventis, a French societe anonymé (“sanofi”), and U.S. Bank National Association, a national banking association (the “Trustee”).

RECITALS:

WHEREAS, the Company and the Trustee have heretofore entered into that certain Indenture, dated as of April 11, 2007 (the “Indenture”), to provide for the issuance of the Company’s 1.625% Convertible Senior Notes due 2014 (the “Securities”);

WHEREAS, the Company, sanofi and River Acquisition Corp., a Tennessee corporation and an indirect wholly-owned subsidiary of sanofi (the “Merger Sub”), entered into an Agreement and Plan of Merger, dated as of December 20, 2009 (the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, Merger Sub will merge with and into the Company and the Company will become a subsidiary of sanofi (the “Merger”);

WHEREAS, Sections 6.01 and 6.02 of the Indenture permit the Company to merge with and into another person so long as certain conditions have been met;

WHEREAS, as a result of the Merger, the Company will be a subsidiary of sanofi and, at the effective time of the Merger, each issued and outstanding share of the Company’s common stock, without par value (the “Common Stock”) (including the associated rights to purchase the Series A Preferred Stock of the Company issued under the rights agreement, dated as of January 27, 2000, between the Company and SunTrust Bank, Atlanta, as rights agent, as amended) shall be convertible into the right to receive $93.50 per share of Common Stock net to the seller in cash, without interest and subject to any withholding taxes (the “Merger Consideration”);

WHEREAS, Section 4.10 of the Indenture provides, among other things, that in the case of any merger involving the Company as a result of which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock, the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture providing that the settlement of the Conversion Value will be based on the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) which Holders of Common Stock receive in such Business Combination in respect of each share of Common Stock.; and

WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this First Supplemental Indenture and to make this First Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.

2

ARTICLE II

AMENDMENTS

Section 2.01. Conversion of Notes into Merger Consideration.

As of the date hereof, and subject to and upon compliance with the provisions of the Indenture, the Holder of a Note may convert such Note into the right to receive the Merger Consideration for each share of Common Stock into which the Holder is entitled to convert such Note and upon conversion of the Notes by a Holder, the Company will pay to such Holder cash in an amount equal to the amount such Holder would have received as Merger Consideration had such Holder converted its Notes at the Conversion Rate in effect immediately prior to the Merger, in accordance with the terms and conditions of the Indenture and the Notes. The adjustments provided for in Article 4 of the Indenture shall apply as nearly equivalent as may be practical to the Company and Common Stock as those that applied immediately prior to the Merger.

Section 2.02. Settlement Upon Conversion.

Upon conversion of any Note, subject to and upon compliance with the provisions of the Indenture, as supplemented hereby, the Company shall satisfy its obligation upon conversion by payment and delivery of cash in an amount equal to the aggregate Conversion Value of the Note(s) so converted.

Section 2.03. Effectiveness.

This First Supplemental Indenture will become effective and operative and binding upon each of the Company, the Trustee and the holders of the Notes as of the day and year first above written.

ARTICLE III

MISCELLANEOUS

Section 3.01. Reference to and Effect on the Indenture.

On and after the date of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented by this First Supplemental Indenture unless the context otherwise requires. The Indenture, as supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.

Section 3.02. Governing Law.

This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 3.03. Trust Indenture Act Controls.

No modification of any provisions of the Indenture effected by this First Supplemental Indenture is intended to eliminate or limit any provision of the Indenture that is required to be included therein by the Trust Indenture Act of 1939, as amended, as in force as of the effectiveness of this First Supplemental Indenture.

Section 3.04. Trustee Disclaimer; Trust.

The recitals contained in this First Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. The Trustee accepts the trust created by the Indenture, as supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby.

Section 3.05. Counterparts.

This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall constitute but one and the same instrument.

3

Section 3.06. Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.07. Severability.

In case any provision of this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby.

*****

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first written above.

CHATTEM, INC.
By:	/s/ Robert E. Bosworth
Name:	Robert E. Bosworth
Title:	President and Chief Operating Officer

SANOFI-AVENTIS
By:	/s/ Jérôme Contamine
Name:	Jérôme Contamine
Title:	Executive Vice President and Chief Financial Officer

Signature Page to First Supplemental Indenture

5

U.S. BANK, NATIONAL ASSOCIATION
By:	/s/ Wally Jones
Name:	Wally Jones
Title:	Vice President

Signature Page to First Supplemental Indenture

6

EX-4.2

Exhibit 4.2

CHATTEM, INC.

SANOFI-AVENTIS

and

U.S. BANK NATIONAL ASSOCIATION

First Supplemental Indenture

Dated as of March 10, 2010

to the

Indenture

Dated as of November 22, 2006

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March 10, 2010, is entered into by and among Chattem, Inc., a Tennessee corporation (the “Company”), sanofi-aventis, a French societe anonymé (“sanofi”), and U.S. Bank National Association, a national banking association (the “Trustee”).

RECITALS:

WHEREAS, the Company and the Trustee have heretofore entered into that certain Indenture, dated as of November 22, 2006 (the “Indenture”), to provide for the issuance of the Company’s 2.00% Convertible Senior Notes due 2013 (the “Securities”);

WHEREAS, the Company, sanofi and River Acquisition Corp., a Tennessee corporation and an indirect wholly-owned subsidiary of sanofi (the “Merger Sub”), entered into an Agreement and Plan of Merger, dated as of December 20, 2009 (the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, Merger Sub will merge with and into the Company and the Company will become a subsidiary of sanofi (the “Merger”);

WHEREAS, Sections 6.01 and 6.02 of the Indenture permit the Company to merge with and into another person so long as certain conditions have been met;

WHEREAS, as a result of the Merger, the Company will be a subsidiary of sanofi and, at the effective time of the Merger, each issued and outstanding share of the Company’s common stock, without par value (the “Common Stock”) (including the associated rights to purchase the Series A Preferred Stock of the Company issued under the rights agreement, dated as of January 27, 2000, between the Company and SunTrust Bank, Atlanta, as rights agent, as amended) shall be convertible into the right to receive $93.50 per share of Common Stock net to the seller in cash, without interest and subject to any withholding taxes (the “Merger Consideration”);

WHEREAS, Section 4.10 of the Indenture provides, among other things, that in the case of any merger involving the Company as a result of which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock, the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture providing that the settlement of the Conversion Value will be based on the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) which Holders of Common Stock receive in such Business Combination in respect of each share of Common Stock; and

WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this First Supplemental Indenture and to make this First Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.

2

ARTICLE II

AMENDMENTS

Section 2.01. Conversion of Notes into Merger Consideration.

As of the date hereof, and subject to and upon compliance with the provisions of the Indenture, the Holder of a Note may convert such Note into the right to receive the Merger Consideration for each share of Common Stock into which the Holder is entitled to convert such Note and upon conversion of the Notes by a Holder, the Company will pay to such Holder cash in an amount equal to the amount such Holder would have received as Merger Consideration had such Holder converted its Notes at the Conversion Rate in effect immediately prior to the Merger, in accordance with the terms and conditions of the Indenture and the Notes. The adjustments provided for in Article 4 of the Indenture shall apply as nearly equivalent as may be practical to the Company and Common Stock as those that applied immediately prior to the Merger.

Section 2.02. Settlement Upon Conversion.

Upon conversion of any Note, subject to and upon compliance with the provisions of the Indenture, as supplemented hereby, the Company shall satisfy its obligation upon conversion by payment and delivery of cash in an amount equal to the aggregate Conversion Value of the Note(s) so converted.

Section 2.03. Effectiveness.

This First Supplemental Indenture will become effective and operative and binding upon each of the Company, the Trustee and the holders of the Notes as of the day and year first above written.

ARTICLE III

MISCELLANEOUS

Section 3.01. Reference to and Effect on the Indenture.

On and after the date of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented by this First Supplemental Indenture unless the context otherwise requires. The Indenture, as supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.

Section 3.02. Governing Law.

This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 3.03. Trust Indenture Act Controls.

No modification of any provisions of the Indenture effected by this First Supplemental Indenture is intended to eliminate or limit any provision of the Indenture that is required to be included therein by the Trust Indenture Act of 1939, as amended, as in force as of the effectiveness of this First Supplemental Indenture.

Section 3.04. Trustee Disclaimer; Trust.

The recitals contained in this First Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. The Trustee accepts the trust created by the Indenture, as supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby.

Section 3.05. Counterparts.

This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but

such counterparts shall constitute but one and the same instrument.

3

Section 3.06. Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.07. Severability.

In case any provision of this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby.

*****

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first written above.

CHATTEM, INC.
By:	/s/ Robert E. Bosworth
Name:	Robert E. Bosworth
Title:	President and Chief Operating Officer

SANOFI-AVENTIS
By:	/s/ Jérôme Contamine
Name:	Jérôme Contamine
Title:	Executive Vice President and Chief Financial Officer

Signature Page to First Supplemental Indenture

5

U.S. BANK, NATIONAL ASSOCIATION
By:	/s/ Wally Jones
Name:	Wally Jones
Title:	Vice President

Signature Page to First Supplemental Indenture

6