-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T6f8+3I/ix6UlyU2mmIOtv/p6ud1tZyPhnlE9Ul/zltbbbRUk9Nn9kzAc+HBuwS9 74BHsI/NLFrUSZCXBDPrBA== 0000950123-08-010749.txt : 20080909 0000950123-08-010749.hdr.sgml : 20080909 20080909060524 ACCESSION NUMBER: 0000950123-08-010749 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080908 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080909 DATE AS OF CHANGE: 20080909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN INC. CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09114 FILM NUMBER: 081061966 BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: MYLAN LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 8-K 1 y71109ae8vk.htm FORM 8-K 8-K
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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): September 8, 2008
MYLAN INC.
(Exact Name of Registrant as Specified in Charter)
         
Pennsylvania   1-9114   25-1211621
(State or Other Jurisdiction of   (Commission   (I.R.S. Employer
Incorporation)   File Number)   Identification No.)
     
1500 Corporate Drive    
Canonsburg, PA   15317
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (724) 514-1800
     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:
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 

 


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Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1: PRESS RELEASE


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Item 7.01. Regulation FD Disclosure.
     On September 8, 2008, Mylan Inc. issued a press release announcing its offering of cash convertible notes. A copy of the press release is attached hereto as Exhibit 99.1.
     The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
         
Exhibit No.   Description
       
 
  99.1    
Press release of the registrant dated September 8, 2008.

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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 hereunto duly authorized.
         
  MYLAN INC.
 
 
Date: September 8, 2008  By:   /s/ Edward J. Borkowski    
    Edward J. Borkowski   
    Executive Vice President and Chief Financial Officer   
 

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EXHIBIT INDEX
         
Exhibit No.   Description
         
  99.1    
Press release of the registrant dated September 8, 2008.

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EX-99.1 2 y71109aexv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
Exhibit 99.1
         
FOR IMMEDIATE RELEASE
  CONTACTS:   Michael Laffin (Media)
 
      Dan Crookshank (Investors)
 
      724-514-1813
Mylan to Offer $400 Million in Cash Convertible Notes
PITTSBURGH—September 8, 2008—Mylan Inc. (NYSE: MYL) today announced its intention to offer, subject to market and other conditions, $400 million principal amount of Cash Convertible Notes due 2015 through a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Mylan also expects to grant the initial purchasers an option to purchase up to $60 million principal amount of additional notes solely to cover overallotments.
The notes, which will be unsecured, will be convertible only into cash under certain circumstances at a rate that will be determined by reference to the price of our common stock. The notes will not be convertible into shares of our common stock or any other securities. The interest rate, cash conversion terms and other terms of the notes will be determined by negotiations between Mylan and the initial purchasers of the notes.
In addition, Mylan expects to enter into separate cash settled convertible note hedge and net share settled warrant transactions with one or more of the initial purchasers of the notes and/or their designees. These transactions are generally expected to have the economic effect on Mylan of increasing the conversion reference price of the notes. In connection with these transactions, the hedge counterparties have advised Mylan that they or their designees may enter into various derivative transactions with respect to Mylan’s common stock concurrently with or shortly following pricing of the notes. These activities could have the effect of increasing or preventing a decline in the price of Mylan’s common stock concurrently with or following the pricing of the notes. In addition, the hedge counterparties or their designees may from time to time, following the pricing of the notes, enter into or unwind various derivative transactions with respect to Mylan’s common stock and/or purchase or sell Mylan’s common stock or other securities of Mylan (including the notes) in secondary market transactions. These activities could have the effect of decreasing the price of Mylan’s common stock and its other securities.
After funding the net cost of the above-described convertible note hedge and warrant transactions, Mylan expects to use the net proceeds from the offering to pay down outstanding borrowings under its senior secured revolving credit facility (which currently bears interest at a rate of LIBOR plus 2.50% per annum) and its senior secured term loan credit facilities (which currently bear interest at rates of LIBOR (or EURIBOR, if applicable) plus between 3.00% to 3.25% per annum).
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the notes. Any offers of the notes will be made by means of a private confidential offering memorandum. The notes will not be and have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 


 

Forward Looking Statements
This press release includes statements that constitute “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Please refer to the cautionary statements and risk factors set forth in Mylan’s Form 10-Q for the period ended June 30, 2008, and in its other filings with the Securities and Exchange Commission. Mylan undertakes no obligation to update statements herein for revisions or changes after the date of this release.
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