-----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, PsqjK1XkRhBuVheS0sUwamRbCOPSr4O2dolC1uTfXPcUw9qwGfv61szRFZ53uRqU Oa6s57h2X09FRA0qlVKU4A== 0000898432-03-000932.txt : 20030929 0000898432-03-000932.hdr.sgml : 20030929 20030929165113 ACCESSION NUMBER: 0000898432-03-000932 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030929 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACEUTICAL RESOURCES INC CENTRAL INDEX KEY: 0000878088 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223122182 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10827 FILM NUMBER: 03915457 BUSINESS ADDRESS: STREET 1: ONE RAM RIDGE RD CITY: SPRING VALLEY STATE: NY ZIP: 10977 BUSINESS PHONE: 9144257100 MAIL ADDRESS: STREET 1: ONE RAM RIDGE RD CITY: SPRING VALLEY STATE: NY ZIP: 10977 8-K 1 pharm_8k.txt 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): September 29, 2003 PHARMACEUTICAL RESOURCES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE FILE NUMBER 1-10827 22-3122182 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) ONE RAM RIDGE ROAD, SPRING VALLEY, NEW YORK 10977 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (845) 425-7100 ITEM 5. OTHER EVENTS. - ------ ------------ On September 25, 2003, Pharmaceutical Resources, Inc. (the "Registrant") issued a press release announcing the pricing of the private offering of $160 million aggregate principal amount of its Senior Subordinated Convertible Notes due 2010 to "qualified institutional buyers," pursuant to Rule 144A under the Securities Act of 1933, as amended. The Registrant filed a copy of this press release in its Current Report on Form 8-K dated September 25, 2003 and the press release attached thereto is incorporated by reference in its entirety. In connection with such offering, on September 29, 2003, the Registrant issued a press release announcing that the initial purchasers of such notes have exercised their option to purchase an additional $40 million principal amount of such notes, raising the final aggregate principal amount of the notes to $200 million. The press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference in its entirety. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------ --------------------------------- (c) Exhibits 99.1 Press Release dated September 29, 2003 - Pharmaceutical Resources Announces Exercise of $40 Million Option to Purchase Senior Subordinated Convertible Notes 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. September 29, 2003 PHARMACEUTICAL RESOURCES, INC. ------------------------------ (Registrant) /s/ Dennis J. O'Connor -------------------------------------------- Dennis J. O'Connor Vice President, Chief Financial Officer and Secretary 3 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated September 29, 2003 - Pharmaceutical Resources Announces Exercise of $40 Million Option to Purchase Senior Subordinated Convertible Notes. 4 EX-99 3 ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Contact: Scott Tarriff President and Chief Executive Officer Pharmaceutical Resources, Inc. (845) 425-7100 PHARMACEUTICAL RESOURCES ANNOUNCES EXERCISE OF $40 MILLION OPTION TO PURCHASE SENIOR SUBORDINATED CONVERTIBLE NOTES SPRING VALLEY, N.Y., SEPTEMBER 29, 2003 -- Pharmaceutical Resources, Inc. (NYSE: PRX) announced today that the initial purchasers of PRX's 2.875% Senior Subordinated Convertible Notes have exercised their option to purchase an additional $40 million principal amount of such notes. As a result, the final aggregate principal amount of the notes is $200 million. The sale of the notes is expected to close on September 30, 2003. The notes will be convertible into PRX common stock at an initial conversion price of approximately $88.76 per share (a conversion rate of 11.2660 shares per $1,000 principal amount of notes), upon the occurrence of certain events. PRX intends to use the net proceeds from the issuance of the additional notes to support the expansion of its business, including entering into product license arrangements and possibly acquiring complementary businesses and products, and for general corporate purposes. PRX also intends to use approximately $9.9 million of such net proceeds to purchase call options with respect to its common stock from an affiliate of one of the initial purchasers, which call options are intended to mitigate the dilution from any conversion of the notes. The cost of the call options will be partially offset by PRX's sale of additional warrants to acquire common stock of PRX to such affiliate of the initial purchaser, for approximately $6.5 million. In connection with these transactions, it is anticipated that such affiliate will take positions in PRX's common stock in secondary market transactions and/or enter into various derivative transactions before and after the pricing of the notes. The notes and the shares of common stock issuable upon conversion of the notes will not be registered under the Securities Act of 1933 or the securities or blue sky laws of any other jurisdiction and, unless registered, may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act and the applicable securities laws of any other jurisdictions. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes or the shares of common stock issuable upon conversion of the notes. Pharmaceutical Resources, Inc. is a holding company that, through its wholly owned subsidiary, Par Pharmaceutical, Inc., develops, manufactures and distributes generic pharmaceuticals. Through its FineTech subsidiary, PRX also develops and utilizes synthetic chemical processes to design and develop intermediate ingredients used in the production of finished products for the pharmaceutical industry. For press releases and other company information, visit www.parpharm.com. Safe Harbor Regarding Forward-Looking Statements Certain statements contained in this press release may be forward-looking statements under federal securities laws. PRX intends that any forward- looking statements be subject to the safe-harbor created by those laws. Such statements reflect the current views of PRX with respect to future events and are subject to certain risks, uncertainties and assumptions. Although PRX believes that the expectations reflected in such forward-looking statements are reasonable, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual future results or events may vary materially from those described herein. -----END PRIVACY-ENHANCED MESSAGE-----