-----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, HphvqUHj+icj0TS2S+GCcmtK6KFT+4jayl6ttmRipeeoj2qfKPLmXhb13ySmgZ4V V8wZfLgrVFoKeTRp/tcAgw== 0001209191-08-043630.txt : 20080724 0001209191-08-043630.hdr.sgml : 20080724 20080724171241 ACCESSION NUMBER: 0001209191-08-043630 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080722 FILED AS OF DATE: 20080724 DATE AS OF CHANGE: 20080724 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FERNANDEZ MIGUEL CENTRAL INDEX KEY: 0001247079 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10581 FILM NUMBER: 08968813 BUSINESS ADDRESS: STREET 1: 220 MERCER STREET CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6099248892 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BENTLEY PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000821616 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 591513162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BENTLEY PARK STREET 2: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 BUSINESS PHONE: 6036586100 MAIL ADDRESS: STREET 1: BENTLEY PARK STREET 2: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: BELMAC CORP /FL/ DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2008-07-22 1 0000821616 BENTLEY PHARMACEUTICALS INC BNT 0001247079 FERNANDEZ MIGUEL 220 MERCER STREET PRINCETON NJ 08540 1 0 0 0 Common Stock, $0.02 par value 2008-07-22 4 D 0 12968 14.8165 D 0 D Option (Right to Buy) 2.7548 2008-07-22 4 D 0 16900 D 2000-06-30 2009-06-30 Common Stock, $0.02 par value 16900 0 D Option (Right to Buy) 6.6574 2008-07-22 4 D 0 27300 D 2001-06-09 2010-06-09 Common Stock, $0.02 par value 27300 0 D Option (Right to Buy) 5.5096 2008-07-22 4 D 0 27900 D 2002-05-09 2011-05-09 Common Stock, $0.02 par value 27900 0 D Option (Right to Buy) 10.7575 2008-07-22 4 D 0 15000 D 2003-05-22 2012-05-22 Common Stock, $0.02 par value 15000 0 D Option (Right to Buy) 10.7575 2008-07-22 4 D 0 15000 D 2004-05-22 2012-05-22 Common Stock, $0.02 par value 15000 0 D Option (Right to Buy) 9.2194 2008-07-22 4 D 0 5000 D 2003-07-31 2013-05-21 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 9.2194 2008-07-22 4 D 0 5000 D 2003-10-31 2013-05-21 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 9.2194 2008-07-22 4 D 0 5000 D 2004-01-31 2013-05-21 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 9.2194 2008-07-22 4 D 0 5000 D 2004-04-30 2013-05-21 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 11.4783 2008-07-22 4 D 0 5000 D 2004-07-31 2014-06-07 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 11.4783 2008-07-22 4 D 0 5000 D 2004-10-31 2014-06-07 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 11.4783 2008-07-22 4 D 0 5000 D 2005-01-31 2014-06-07 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 11.4783 2008-07-22 4 D 0 5000 D 2005-04-30 2014-06-07 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 9.9035 2008-07-22 4 D 0 5000 D 2005-07-31 2015-05-24 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 9.9035 2008-07-22 4 D 0 5000 D 2005-10-31 2015-05-24 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 9.9035 2008-07-22 4 D 0 5000 D 2006-01-31 2015-05-24 Common Stock, $0.02 par value 5000 0 D Option (Right to Buy) 9.9035 2008-07-22 4 D 0 5000 D 2008-04-30 2015-05-24 Common Stock, $0.02 par value 5000 0 D Restricted Stock Units 2008-07-22 4 D 0 2000 D 2006-07-31 Common Stock, $0.02 par value 2000 0 D Restricted Stock Units 2008-07-22 4 D 0 2000 D 2006-10-31 Common Stock, $0.02 par value 2000 0 D Restricted Stock Units 2008-07-22 4 D 0 2000 D 2007-01-31 Common Stock, $0.02 par value 2000 0 D Restricted Stock Units 2008-07-22 4 D 0 2000 D 2007-04-30 Common Stock, $0.02 par value 2000 0 D Restricted Stock Units 2008-07-22 4 D 0 2000 D 2007-07-31 Common Stock, $0.02 par value 2000 0 D Restricted Stock Units 2008-07-22 4 D 0 2000 D 2007-10-31 Common Stock, $0.02 par value 2000 0 D Restricted Stock Units 2008-07-22 4 D 0 2000 D 2008-01-31 Common Stock, $0.02 par value 2000 0 D Restricted Stock Units 2008-07-22 4 D 0 2000 D 2008-04-30 Common Stock, $0.02 par value 2000 0 D Disposed of in connection with the merger of Beryllium Merger Corporation ("Acquisition Sub") with and into Bentley Pharmaceuticals, Inc. ("Bentley"), effective July 22, 2008 (the "Effective Time"), (the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of March 31, 2008, by and among Bentley, Teva Pharmaceutical Industries, Ltd. and Acquisition Sub (the "Merger Agreement"). In connection with the Merger, each share of Common Stock listed in Table I was exchanged for the right to receive $14.8165, per share in cash. This option was cancelled in the Merger in exchange for a cash payment of $203,842.73, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $222,743.43, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $259,662.51, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $60,885.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $60,885.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $27,985.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $27,985.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $27,985.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $27,985.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $16,691.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $16,691.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $16,691.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $16,691.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $24,565.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $24,565.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $24,565.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. This option was cancelled in the Merger in exchange for a cash payment of $24,565.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. Restricted Stock Units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. In connection with the Merger, each Restricted Stock Unit was converted into the right to receive $14.8165 per share in cash. /s/ Miguel Fernandez 2008-07-24 -----END PRIVACY-ENHANCED MESSAGE-----