-----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, HaFcQKkaJsO+zZ3xd+APuaosE2ZuKhoRVKrakmZL2RjSyPuslz3P/FuIaiPIHYli riAMVjVQyrFWzubPNd/7gg== 0001209191-08-043642.txt : 20080724 0001209191-08-043642.hdr.sgml : 20080724 20080724172146 ACCESSION NUMBER: 0001209191-08-043642 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: Sedor John A CENTRAL INDEX KEY: 0001337409 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10581 FILM NUMBER: 08968870 BUSINESS ADDRESS: BUSINESS PHONE: 6109424247 MAIL ADDRESS: STREET 1: 31 BASSETT HUNT LANE CITY: GLEN MOORE STATE: PA ZIP: 19343 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 0001337409 Sedor John A 2 HOLLAND WAY EXETER NH 03833 0 1 0 0 President Common Stock, $0.02 par value 2008-07-22 4 D 0 7297 14.8165 D 0 D Common Stock, $0.02 par value 2008-07-22 4 D 0 3989 14.8165 D 0 I Company-sponsored 401(k) Retirement Plan Option (Right to Buy) 10.1009 2008-07-22 4 D 0 100000 D 2005-08-27 2015-08-27 Common Stock $0.02 par value 100000 0 D Option (Right to Buy) 10.1009 2008-07-22 4 D 0 50000 D 2005-12-31 2015-08-27 Common Stock $0.02 par value 50000 0 D Option (Right to Buy) 10.8126 2008-07-22 4 D 0 46666 D 2007-05-23 2016-05-23 Common Stock $0.02 par value 46666 0 D Option (Right to Buy) 10.8126 2008-07-22 4 D 0 46667 D 2008-05-23 2016-05-23 Common Stock $0.02 par value 46667 0 D Option (Right to Buy) 10.8126 2008-07-22 4 D 0 106667 D 2008-07-22 2016-05-23 Common Stock $0.02 par value 106667 0 D Option (Right to Buy) 10.9871 2008-07-22 4 D 0 25000 D 2008-05-23 2017-05-23 Common Stock $0.02 par value 25000 0 D Option (Right to Buy) 10.9871 2008-07-22 4 D 0 50000 D 2008-07-22 2017-05-23 Common Stock $0.02 par value 50000 0 D Restricted Stock Units 2008-07-22 4 D 0 15100 D 2008-07-22 Common Stock $0.02 par value 15100 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 $471,560.00, 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 $235,780.00, 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 $186,846.00, 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 $186,850.00, 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. Pursuant to the terms of the Merger Agreement, all options, whether or not exercisable or vested at the Effective Time, became, as of the Effective Time fully vested and exercisable. This option was cancelled in the Merger in exchange for a cash payment $427,084.00, 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 $95,735.00, 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 $191,470.00, 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. In connection with the Merger, each Restricted Stock Unit was converted into the right to receive $14.8165 per share in cash. Restricted Stock Units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Pursuant to the terms of the Merger Agreement, all restricted stock units, whether or not vested at the Effective Time, became, as of the Effective Time fully vested. /s/ John A. Sedor 2008-07-24 -----END PRIVACY-ENHANCED MESSAGE-----