-----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, BDyLSgJGo1172sBoA7ERaMsXftzwIwNNHbq21JibUmBuZwslIoGViYPE483Bw7TZ MVK+GeP39d3ZHPCSxFDYVQ== 0000950124-96-004520.txt : 19961029 0000950124-96-004520.hdr.sgml : 19961029 ACCESSION NUMBER: 0000950124-96-004520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961024 ITEM INFORMATION: Other events FILED AS OF DATE: 19961028 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES MEDICAL INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000793613 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 431229854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15098 FILM NUMBER: 96648833 BUSINESS ADDRESS: STREET 1: P.O. BOX 46903 STREET 2: 1945 CRAIG RD CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3145766100 MAIL ADDRESS: STREET 1: 1945 CRAIG ROAD CITY: ST. LOUIS STATE: MO ZIP: 63146 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 24, 1996 JONES MEDICAL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-15098 43-1229854 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1945 Craig Road, St. Louis, MO 63146 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 576-6100 ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On October 24, 1996, Jones Medical Industries, Inc. (the "Registrant") announced the signing of a definitive agreement with Abana Pharmaceuticals, Inc. ("Abana") and the holders of a majority of Abana's outstanding common stock to acquire Abana by means of a merger of Abana with and into a new wholly-owned subsidiary of the Registrant formed for that purpose. Pursuant to the agreement, each outstanding share of the common stock of Abana (other than shares already beneficially owned by the Registrant or shares as to which dissenters' rights of appraisal are exercised) will be converted into 0.22 of a share of the common Stock of the Registrant. Abana is a growing regional marketer of nine speciality prescription pharmaceuticals, principally consisting of respiratory care products. Abana, headquartered in Birmingham, Alabama, was founded in 1988 by Mr. Dale Eads and Mr Perry Cole. The company has grown to over $5 million in annual sales and sixty-five employees which include fifty full-time sales representatives. Under the terms of the agreement, the Registrant will issue approximately 420,000 shares of its common stock to Abana's stockholders to acquire a 100% ownership interest in Abana. Although Abana's founders and principal stockholders, Mr. Eads and Mr. Cole, currently hold a 2 majority of the outstanding shares of Abana and have adopted and approved the transaction, the agreement provides for the deferred closing of the transaction on or before December 31, 1996, subject to certain conditions being met, including notification to Abana's other stockholders of the transaction in accordance with Delaware law, the filing and effectiveness of a registration statement relating to the transaction under federal securities law and the filing of a certificate of merger with the Secretary of State of Delaware. 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. JONES MEDICAL INDUSTRIES, INC. By: ss/Dennis M. Jones --------------------------- Name: Dennis M. Jones Title: President Date: October 28, 1996 2
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