-----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, BnV4dIpeIqr0QjXFnnlDnPffighb1/wiNK8Mh/PUJ0eU57YfViXYmMGVVdO0UBoH sruQJfZoFw2kKVmcXYR/4g== 0001144204-07-069034.txt : 20071226 0001144204-07-069034.hdr.sgml : 20071225 20071226063825 ACCESSION NUMBER: 0001144204-07-069034 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071226 DATE AS OF CHANGE: 20071226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAR PHARMACEUTICAL COMPANIES, INC. CENTRAL INDEX KEY: 0000878088 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223122182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46121 FILM NUMBER: 071324845 BUSINESS ADDRESS: STREET 1: 300 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 201-802-4000 MAIL ADDRESS: STREET 1: 300 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 FORMER COMPANY: FORMER CONFORMED NAME: PHARMACEUTICAL RESOURCES INC DATE OF NAME CHANGE: 19940526 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAR PHARMACEUTICAL COMPANIES, INC. CENTRAL INDEX KEY: 0000878088 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223122182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 300 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 201-802-4000 MAIL ADDRESS: STREET 1: 300 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 FORMER COMPANY: FORMER CONFORMED NAME: PHARMACEUTICAL RESOURCES INC DATE OF NAME CHANGE: 19940526 SC TO-I/A 1 v098066_sc-toia.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
Amendment No. 3 to
 
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
PAR PHARMACEUTICAL COMPANIES, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
 
CERTAIN ELIGIBLE OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
 
69888P106
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
 
Thomas J. Haughey
Executive Vice President and General Counsel
Par Pharmaceutical Companies, Inc.
300 Tice Boulevard
Woodcliff Lake, New Jersey 07677
(201) 802-4000
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
 
Copy to:
 
Whitney John Smith, Esq.
Douglas J. Ellis, Esq.
Kirkpatrick & Lockhart Preston Gates Ellis LLP
599 Lexington Avenue
New York, New York  10022
(212) 536-3930
Calculation of Filing Fee

Transaction Valuation *
 
Amount of Filing Fee *
$880,457
 
$27.03
 
 
 
 

*
 
Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 182,088 shares of Common Stock, par value $0.01, of Par Pharmaceutical Companies, Inc. will be repurchased pursuant to this offer for an aggregate of $880,457 in cash. The actual transaction value will be based on the number of options tendered, if any, which may result in a lesser aggregate amount. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory # 3 for Fiscal Year 2008, equals $30.70 per million dollars of the value of the transaction. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.
     
x
 
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
Amount Previously Paid: $27.03
 
Filing Party: Par Pharmaceutical Companies, Inc.
Form or Registration Number: 005-46121
 
Date Filed: 12/6/2007
 
 o
 
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
 
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
 
 
o
 
third-party tender offer subject to Rule 14d-1.
 
 
 
x
 
issuer tender offer subject to Rule 13e-4.
 
 
 
o
 
going private transaction subject to Rule 13e-3.
 
 
 
o
 
amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
 
On December 6, 2007, Par Pharmaceutical Companies, Inc. filed Amendment No. 2 to an issuer tender offer statement on Schedule TO, originally filed on November 21, 2007 and further amended on November 23, 2007, relating to an offer by the Company to repurchase certain unvested options having an exercise price in excess of $33.61 (the “Offer”). This Amendment No. 3 amends the Schedule TO to report the results of the Offer.
 
Except as amended herein, all other terms of the Schedule TO filed on December 6, 2007 shall remain the same.
 
 
 
 

Item 4.    Terms of the Transaction.
 
The Offer to Repurchase and Cancel Outstanding Unvested Options to Purchase Common Stock Having an Exercise Price Per Share in Excess of $33.61, dated November 23, 2007 ("Offer to Repurchase") expired at 11:59 p.m. Eastern Time on December 21, 2007. Pursuant to the Offer to Repurchase, Par Pharmaceutical Companies, Inc. has accepted for repurchase options to purchase an aggregate of 180,713 shares of Par Pharmaceutical Companies, Inc. Common Stock. Each eligible employee who validly tendered eligible options pursuant to the Offer to Repurchase will receive a cash payment in the range of $3.08 to $5.96 per option in accordance with the table in Section II.2 of the Offer to Repurchase. The Company will make such cash payments, in the aggregate amount of $872,381, on the first Company payroll date after December 21, 2007 or otherwise as soon as practicable thereafter.
 
 
 
 
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: December 24, 2007

 
PAR PHARMACEUTICAL COMPANIES, INC.
 
 
 
By:
/s/ Thomas J. Haughey
 
 
 
Thomas J. Haughey
 
 
Executive Vice President and General Counsel
 
 
 


Exhibit
 
Description
 
 
 
(a)(1)
 
Offer to Repurchase and Cancel Outstanding Unvested Options to Purchase Common Stock Having an Exercise Price Per Share in Excess of $33.61, dated November 23, 2007.*
 
 
 
(a)(2)
 
Form of Introductory Letter and accompanying Letter of Transmittal.*
 
 
 
(a)(3)
 
Form of e-mail to Eligible Option Holders Announcing Offer.*
 
 
 
(a)(4)
 
Form of Election Withdrawal Notice.*
 
 
 
(a)(5)
 
Form of Reminder Notice of Expiration of Offer.*
 
 
 
(a)(6)
 
The Company’s definitive Proxy Statement on Schedule 14A for the 2007 Annual Meeting of Stockholders, filed on September 6, 2007 (incorporated herein by reference).
 
 
 
(a)(7)
 
The Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on September 6, 2007 (incorporated herein by reference).
 
 
 
(a)(8)
  
A description of the Company’s Common Stock included in the Company’s Registration Statement (No. 333-111567) filed on March 12, 2004 (incorporated herein by reference).
 
 
 
(a)(9)
  
Form of Email to Eligible Optionholders Attaching Introductory Letter and Form of Election Withdrawal Notice.*
     
(a)(10)
  
Form of Email to Eligible Optionholders Amending Offer to Repurchase.*
 
*These Exhibits were filed previously with the Schedule TO and are incorporated herein by reference.
 
 
 
 

 -----END PRIVACY-ENHANCED MESSAGE-----