-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, A2nqw1beX/WPzJGbH8UlYIx8nlys886nXNr1cmqJIMtdrNf+qEaUqDdycxvNBSZC 2oqLIy0A9mEODxoQWR21mw== 0000950130-95-000655.txt : 19950414 0000950130-95-000655.hdr.sgml : 19950406 ACCESSION NUMBER: 0000950130-95-000655 CONFORMED SUBMISSION TYPE: 8-B12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950405 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACEUTICAL RESOURCES INC CENTRAL INDEX KEY: 0000878088 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 223122182 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-B12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10827 FILM NUMBER: 95527138 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 ROAD CITY: SPRING VALLEY STATE: NY ZIP: 10977 8-B12B/A 1 FORM 8-B12B FORM 8-B/A1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS Filed Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PHARMACEUTICAL RESOURCES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) New Jersey 22-3122182 ------------------ ----------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Ram Ridge Road, Spring Valley, New York 10977 - ------------------------------------------- ------- (Address of principal executive office) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of Class Name of each exchange on which -------------- each class is to be registered ------------------------------- Common Stock, $.01 par value The New York Stock Exchange, Inc. The Pacific Stock Exchange Incorporated Common Stock Purchase Rights The New York Stock Exchange, Inc. The Pacific Stock Exchange Incorporated Securities to be registered pursuant to 12(g) of the Act: None Total Number of Pages--14 Exhibit Index is located on Page 10 ITEM 1. GENERAL INFORMATION. - ------- -------------------- ITEM 2. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. - ------- -------------------------------------------------------- Common Stock. The following description of the capital stock of the Registrant is a summary of certain provisions of the Registrant's Certificate of Incorporation and By-Laws. A copy of the Certificate of Incorporation is attached as Exhibit 3.1 to the Registration of Securities of Certain Successor Issuers on Form 8-B, dated August 6, 1991, filed by the Registrant with the Securities and Exchange Commission (the "Form 8-B") and is incorporated herein by reference. A copy of the Registrant's By-Laws is attached as Exhibit 3.2 to the Amendment to Application or Report filed pursuant to Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 on Form 8, dated May 14, 1992, filed by the Registrant with the Securities and Exchange Commission (the "Form 8") and is incorporated herein by reference. The following description of the capital stock does not purport to be complete and is qualified in its entirety by reference to such exhibits. The authorized capital stock of the Registrant consists of 60,000,000 shares of common stock, par value $.01 par value, of the Company ("Common Stock") and 6,000,000 shares of preferred stock, par value $.0001 per share (the "Preferred Stock"), of which 2,000,000 shares have been designated as the Series A Convertible Preferred Stock, par value $.0001 per share. The terms and provisions of 4,000,000 shares of Preferred Stock may be designated by the Board of Directors of the Registrant without shareholder approval, and consequently are not described below. Subject to the rights of holders of the Preferred Stock, holders of Common Stock have equal and ratable rights to dividends from funds legally available therefor, when, as and if declared by the Board of Directors of the Registrant, and are entitled to share ratably in all of the assets of the Registrant available for distribution to holders of Common Stock upon the liquidation, dissolution or winding up of the affairs of the Registrant. The extent to which the Registrant may pay cash dividends is largely dependent upon the extent to which it receives cash dividends or other cash distributions from Par. Holders of Common Stock do not have preemptive, subscription or conversion rights. There are no redemption or sinking fund provisions in the Registrant's Certificate of Incorporation. Shareholders are entitled to one vote for each share of Common Stock held of record on matters submitted to a vote of shareholders. The Certificate of Incorporation and the By-Laws provide that the Registrant's Board of Directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible. The Certificate of Incorporation and the By-Laws provide that, of the initial directors of the Registrant, approximately one-third will continue to serve until the 1992 Annual -2- Meeting of Shareholders, approximately one-third will continue to serve until the 1993 Annual Meeting of Shareholders, and approximately one-third will continue to serve until the 1994 Annual Meeting of Shareholders. Following the initial election of directors in connection with the formation of the Registrant, one class of directors will be elected each year for a three-year term. Each director will be elected by a plurality of all votes cast for the election of such director. The classification of directors has the effect of making it more difficult for shareholders to change the composition of the Registrant's Board. At least two annual meetings of shareholders, instead of one, will generally be required to effect a change in a majority of the Registrant's Board. As a result, the classification provisions may discourage proxy contests for the election of directors or purchases of substantial blocks of securities for the purpose of gaining control because the provisions would operate to prevent obtaining control of the Board in a relatively short period of time. Because the New Jersey Business Corporation Act provides that directors on classified boards may only be removed by shareholders for cause, the classification provisions would delay shareholders who do not agree with the policies of the Board from replacing a majority of the Board for two years unless they can demonstrate that the directors should be removed for cause and obtain the requisite vote. The Common Stock does not have cumulative voting rights. With a classified board of directors, holders of more than 50% of Common Stock voting for the election of directors can elect all directors of the class to be elected in any year if such holders choose to do so. In such event, the holders of the remaining shares of Common Stock will not be able to elect any person or persons to the class of directors which is nominated for election. Common Stock Purchase Rights. On August 6, 1991, the Board of Directors of the Registrant authorized the issuance of one Right for each outstanding share of Common Stock to shareholders of record. Each Right entitles the registered holder to purchase from the Registrant one share of Common Stock at a purchase price of $25.00, subject to adjustment in certain circumstances. The description and terms of the Rights are set forth in a Rights Agreement between the Registrant and Midlantic National Bank, as rights agent (the "Rights Agent"), dated August 6, 1991 (the "Rights Agreement"), which was filed as an exhibit to the Form 8-B. On April 27, 1992, the Registrant and the Rights Agent entered into the Amendment to Rights Agreement, dated as of April 27, 1992 (the "First Amendment"), for the purpose of supplementing the protections provided in the Rights Agreement. The First Amendment was filed as an exhibit to the Form 8. On March 23, 1995, the Board of Directors approved an amendment to the Rights Agreement to exempt from the Rights Agreement acquisitions of Common Stock permitted under a Stock Purchase Agreement, dated March 25, 1995 (the "Stock Purchase Agreement"), between the Registrant and Clal Pharmaceutical Ltd., an -3- Israeli corporation ("Clal"). The Registrant and the Rights Agent entered into the Amendment to Rights Agreement, dated March 24, 1995 (the "Second Amendment"), to effectuate the foregoing. The Amendment affects all existing Rights and will apply to all Rights to be issued in the future. The Amendment is attached hereto as Exhibit No. 4.3. Unless otherwise defined herein, all capitalized terms used below shall have the meanings as set forth in the Rights Agreement, as amended. The following description of the Rights, as amended, does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, the First Amendment and the Second Amendment. The Rights Agreement includes the form of Rights Certificate as Exhibit A thereto and the Summary of Rights to Purchase Common Stock as Exhibit B thereto. Initially, the Rights will be attached to the certificates representing shares of Common Stock, no separate Rights Certificates evidencing the Rights will be issued, and the Rights will automatically trade with shares of Common Stock. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (an "Acquiring Person"), (ii) ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes a group or becomes an Acquiring Person) following the commencement of a tender or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of Common Stock or (iii) ten business days following a good faith determination by the Board of Directors that a person or group of affiliated or associated persons has sought to obtain control of the Registrant, whether through ownership of Common Stock, by contract or otherwise, with the result that control by such person or such group of persons (a "Disqualifying Person") would materially and adversely affect the maintenance, renewal or acquisition of the governmental or regulatory approvals by the Registrant or any of its subsidiaries. The term "Acquiring Person" excludes Clal and its permitted assigns to the extent that their acquisitions of Common Stock are permitted under the Stock Purchase Agreement. The first date of public announcement of the existence of an Acquiring Person is hereinafter referred to as the "Share Acquisition Date". The Date on which the Board of Directors shall make the good faith determination referred to in the previous sentence is hereinafter referred to as the "Disqualifying Person Determination Date." As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, such separate Rights Certificates alone will represent the Rights. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), (i) the Rights will be evidenced by and -4- will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Effective Time will contain a legend incorporating the Rights Agreement by reference, and (iii) the surrender or transfer of any Common Stock certificate will also constitute the surrender or transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the occurrence of certain events following the Distribution Date and will expire at the close of business on January 19, 2000, unless earlier redeemed or exchanged by the Registrant as described below. In the event that (i) the Registrant is the surviving corporation in a merger or consolidation with an Acquiring Person and the Common Stock is not changed or exchanged, (ii) a Person becomes the beneficial owner of 25% or more of the then outstanding shares of Common Stock (except pursuant to a tender offer for all outstanding shares of Common Stock which is recommended by a majority of the Continuing Directors of the Registrant), (iii) an Acquiring Person engages in one or more types of "self dealing" transactions which are described in the Rights Agreement, (iv) during such time as there is an Acquiring Person, an event set forth in the Rights Agreement occurs which results in such Acquiring Person's percentage ownership of any class of equity securities of the Registrant or its subsidiaries being increased by more than 1% or (v) the Board of Directors, with the concurrence of a majority of Continuing Directors, in good faith, determines that there is a reasonable likelihood that control of the Registrant by a Disqualifying Person will result in the loss of, or the denial of any renewal or approval for, any governmental or regulatory approvals of the Registrant or its subsidiaries, the Rights Agreement provides that proper provision shall be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof, Common Stock having a value equal to two times the exercise price of the Right. However, Rights are not exercisable following the occurrence of any of the events set forth above until such times as the Rights are no longer redeemable by the Registrant. Notwithstanding any of the foregoing, upon the occurrence of any of the events set forth in the first sentence of this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, owned by an Acquiring Person or any of his associates, affiliates or transferees, will become null and void. In the event that, at any time following the earlier of the Distribution Date and the Shares Acquisition Date, (i) the Registrant engages in a merger or other business combination transaction in which the Registrant is not the surviving corporation, (ii) the Registrant engages in a merger or other business combination transaction with another person in which the Registrant is the surviving corporation, but in which its shares of Common Stock are changed or exchanged, or (iii) 50% or more of the Registrant's assets or earning power is sold or transferred, the Rights Agreement provides that proper provision shall be made so that each holder of -5- a Right (subject to the same exception with respect to Rights which are owned by an Acquiring Person and his affiliates, associates and transferees as is described in the last sentence of the immediately preceding paragraph) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the immediately preceding paragraph are referred to as "Triggering Events". However, a merger or other business combination will not be subject to this provision if it follows and is effected upon the same terms as a tender offer which is recommended by a majority of the Continuing Directors of the Registrant as provided above. At any time after the occurrence of an event described in the first sentence of either of the two immediately preceding paragraphs and prior to the time that any person becomes the beneficial owner of 50% or more of the outstanding Common Stock, the Board of Directors of the Registrant may exchange the Rights for Common Stock (except Rights which previously have been voided as described above), in whole or in part, at an exchange ratio of one share of Common Stock per Right. The Purchase Price payable, and the number of shares of Common Stock issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock certain rights, options or warrants to subscribe for Common Stock or securities convertible into Common Stock at less than the current market price of the Common Stock, or (iii) upon distribution to holders of the Common Stock of evidences of indebtedness, stock (other than a dividend payable in Common Stock), or assets (excluding regular cash dividends) or of subscription rights, options or warrants (other than those referred to above). The number of outstanding Rights and the number of shares of Common Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of Common Stock or a stock dividend on Common Stock payable in Common Stock or subdivisions, consolidations or combinations of Common Stock occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares of Common Stock will be issued upon exercise of the Rights and, in lieu thereof, a cash payment will be made on the market price of the Common Stock on the last trading day prior to the date of exercise. At any time until ten days following the Shares Acquisition Date or the Disqualifying Person Determination Date (or such later -6- date as the Board, with the concurrence of a majority of the Continuing Directors, may determine), the Registrant may redeem the Rights in whole, but not in part, at a price of $.01 per Right. Immediately upon the redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price. The Registrant's right of redemption may also be reinstated, subject to certain conditions and with the approval of the Board of Directors and the concurrence of a majority of the Continuing Directors, in the event that an Acquiring Person reduces his beneficial ownership of Common Stock to 10% or less of the outstanding Common Stock. Until a right is exercised, the holder thereof, has no rights as a shareholder of the Registrant, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights is not taxable to shareholders or to the Registrant, shareholders may, depending upon their circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock, or other consideration, of the Registrant or for common stock of an acquiring company as set forth above. The terms of the Rights Agreement may be amended by the Registrant and the Rights Agent in any manner, provided that following the earlier of the Shares Acquisition Date and the Distribution Date, the amendment may not adversely affect the interests of the holders of Rights, other than an Acquiring Person and his affiliates and associates, and must be approved by a majority of the Continuing Directors then in office. The Rights have certain anti-takeover effects. The Rights may cause substantial dilution to a person or group that attempts to acquire the Registrant upon terms not approved by the Board, and under certain circumstances the Rights beneficially owned by such a person or group may become void. The Rights should not interfere with any merger or other business combination which is approved by the Board, since it may redeem the then outstanding Rights as discussed above. ITEM 3. FINANCIAL STATEMENTS AND EXHIBITS. - ------- ---------------------------------- (a) Financial Statements. Pursuant to paragraph (a) of Instructions to Financial Statements, no financial statements are required to be filed herewith. (b) Exhibits. -7- 3.1 Certificate of Incorporation (1). 3.2 By-Laws, as amended and restated (2). 4.1 Form of Rights Agreement between the Registrant and Midlantic National Bank, as Rights Agent (1). 4.2 Amendment to Rights Agreement between the Registrant and Midlantic National Bank, as Rights Agent, dated as of April 27, 1992 (2). 4.3 Amendment to Rights Agreement between the Registrant and Midlantic National Bank, as Rights Agent, dated March 23, 1995. 10.1 Standstill Agreements and Irrevocable Proxies, each dated May 29, 1990, between the Registrant and each of Asrar Burney, Dulal Chatterji and Raja Feroz (3). - -------------------------------------- (1) Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant's Registration Statement on Form 8-B, dated August 6, 1991, and incorporated herein by reference. (2) Previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 1 on Form 8 to the Registrant's Registration Statement on Form 8-B, filed May 15, 1992, and incorporated herein by reference. (3) Previously filed with the Securities and Exchange Commission as an Exhibit to Par Pharmaceutical, Inc.'s Current Report on Form 8-K, dated May 29, 1990, and incorporated herein by reference. -8- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. PHARMACEUTICAL RESOURCES, INC. Date: April 5, 1995 By: /s/ Robert I. Edinger ---------------------------- Robert I. Edinger Vice President--Finance and Administration -9- Exhibit Index Exhibit No. Description Seq. Page No. - ----------- ----------- ------------- 4.3 Amendment to Rights 11 Agreement, dated March 24, 1995, between the Registrant and Clal Pharmaceutical Industries Ltd. EX-4.3 2 RIGHTS AGREEMENT EXHIBIT 4.3 AMENDMENT TO RIGHTS AGREEMENT dated March 24, 1995, to the Rights Agreement dated August 6, 1991, as amended (the "Rights Agreement"), by and between Pharmaceutical Resources, Inc., a New Jersey corporation (the "Company"), and Midlantic Bank, a national banking association (the "Rights Agent"). WHEREAS, the Board of Directors of the Company, on August 6, 1991, authorized and adopted a share purchase rights plan (the "Plan") to protect the Company's shareholders against unsolicited and hostile attempts to acquire control of the Company and, in connection therewith, executed and delivered the Rights Agreement to effectuate the terms of the Plan; WHEREAS, the Board of Directors of the Company, on March 23, 1995, approved and adopted an amendment to the Plan as described herein in contemplation of a certain negotiated transaction; WHEREAS, the Board of Directors of the Company authorized and directed the proper officers of the Company as well as the Rights Agent to execute and deliver this Amendment to the Rights Agreement in order to effectuate the foregoing amendments to the Plan; and WHEREAS, all capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Rights Agreement. 2 NOW, THEREFORE, in consideration of the premises, the Rights Agreement is hereby amended as follows: Section 1. Certain Definitions. (a) The definition of "Acquiring -------------------- Person" as set forth in the first sentence in Section 1(a) shall be amended by deleting "or" before "(iv)" and inserting in its stead "," and by inserting the following at the end of the first sentence thereof before the ".": "and (v) Clal Pharmaceutical Industries Ltd. and its permitted assigns (collectively, "Clal") under a stock purchase agreement approved by the Board of Directors of the Company, as amended from time to time, between the Company and Clal, so long as any acquisition or tender offer is permitted under such stock purchase agreement" (b) The definition of "Permitted Offer" in Section 1(n) shall be amended in its entirety as follows: "(n) "Permitted Offer" shall mean the following tender offers made in the manner prescribed by Section 14(d) of the Exchange Act and the rules and regulations promulgated thereunder: (i) a tender offer for all outstanding Common Shares; provided, however, that such tender offer occurs -------- ------- at a time when Continuing Directors are in office and a majority of the Continuing Directors has determined that the offer is fair to, and otherwise in the best interests of, the Company and its stockholders, and (ii) a tender offer for Common Shares as permitted by a stock purchase agreement approved by the Board of Directors of the Company, as amended from time to time, between the Company and Clal." (c) The following shall be inserted before the "." in the definition of "Person" in Section 1(o): "; provided, however, that "Person" shall exclude Clal until such time -------- ------- as any acquisition of or tender offer for Common Shares by Clal shall not be permitted under a stock purchase agreement approved by the Board of Directors of the Company, as amended from time to time, between the Company and Clal" 3 (d) The following shall be inserted before the "." in the definition of "Section 11(a)(ii)(A) Event" in Section 1(v): "; provided, however, in no event shall an acquisition of or tender offer -------- ------- for Common Shares by Clal constitute a Section 11(a)(ii)(A) Event until such time as any such acquisition or tender offer shall no longer be permitted under a stock purchase agreement approved by the Board of Directors of the Company, as amended from time to time, between the Company and Clal" (e) The following shall be inserted before the "." in the definition of "Section 13 Event" in Section 1(w): "; provided, however, in no event shall an acquisition of or tender offer -------- ------- for Common Shares by Clal constitute a Section 13 Event until such time as any such acquisition or tender offer shall no longer be permitted under a stock purchase agreement approved by the Board of Directors of the Company, as amended from time to time, between the Company and Clal" Section 2. Authority for Amendment. This Amendment is being executed ------------------------ and delivered as of the date hereof by the Company and the Rights Agent pursuant to and in accordance with Section 27 of the Rights Agreement. By executing this Amendment, the Company hereby certifies to the Rights Agent that this Amendment is in compliance with Section 27 of the Rights Agreement. Except as otherwise amended hereby, all the provisions of the Rights Agreement shall remain in full force and effect. This Amendment shall be deemed to be a part of, and shall be construed as part of, the Rights Agreement. 4 IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be duly executed as of the date first above written. PHARMACEUTICAL RESOURCES, INC. By /s/ Kenneth I. Sawyer ---------------------------- Title: President MIDLANTIC BANK, N.A. By /s/ Devorah H. Rosen ---------------------------- Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----