-----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, HYMvuiZAj5u+4f81y/Es0Oa2zTBQtNj1iOdt+im1FOJPKbL4AAglVNIIoIqkIjkH Hj8Hs0nncxG4+I9N8I3Nlw== 0001209191-08-068011.txt : 20081231 0001209191-08-068011.hdr.sgml : 20081231 20081231202604 ACCESSION NUMBER: 0001209191-08-068011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081229 FILED AS OF DATE: 20081231 DATE AS OF CHANGE: 20081231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WRENN CAROL CENTRAL INDEX KEY: 0001196058 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08593 FILM NUMBER: 081279665 BUSINESS ADDRESS: STREET 1: ALPHARMA INC STREET 2: ONE EXECUTIVE DRIVE CITY: FORT LEE STATE: NJ ZIP: 07024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALPHARMA INC CENTRAL INDEX KEY: 0000730469 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222095212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 440 ROUTE 22 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: 866-322-2525 MAIL ADDRESS: STREET 1: 440 ROUTE 22 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 FORMER COMPANY: FORMER CONFORMED NAME: A L PHARMA DATE OF NAME CHANGE: 19960513 FORMER COMPANY: FORMER CONFORMED NAME: A L LABORATORIES INC DATE OF NAME CHANGE: 19920703 4 1 c78987_4x1.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-12-29 1 0000730469 ALPHARMA INC ALO 0001196058 WRENN CAROL C/O ALPHARMA INC. 440 ROUTE 22 EAST BRIDGEWATER NJ 08807 0 1 0 0 See Remarks Class A Common Stock 2008-12-29 4 D 0 4356 D 0 D Class A Common Stock 2008-12-29 4 D 0 4615.2034 D 0 D Stock Option (right to buy) 31.62 2008-12-29 4 D 0 10540 37.00 D 2016-02-27 Class A Common Stock 10540 0 D Stock Option (right to buy) 23.96 2008-12-29 4 D 0 22000 37.00 D 2017-03-28 Class A Common Stock 22000 0 D Stock Option (right to buy) 24.05 2008-12-29 4 D 0 41747 37.00 D 2018-02-21 Class A Common Stock 41747 0 D Restricted Stock Units 2008-12-29 4 D 0 4926 37.00 D Class A Common Stock 4926 0 D Restricted Stock 37.00 2008-12-29 4 D 0 26636 37.00 D Class A Common Stock 26636 0 D Tendered to Albert Acquisition Corp ("Purchaser") pursuant to Purchaser's offer to purchase all of the issued and outstanding shares of Class A Common Stock at a purchase price of $37.00 per share, net to the seller in cash, without interest and subject to any required withholding of taxes, subject to the terms described in the Tender Offer Statement on Schedule TO filed by Purchaser with the SEC on September 12, 2008, as amended. Canceled pursuant to the Agreement and Plan of Merger, dated November 23, 2008, among Alpharma Inc., King Pharmaceuticals, Inc. and Albert Acquisition Corp. (the "Merger Agreement"), in exchange for the right to receive cash payment of $37.00 per share, without interest and subject to any required withholding of taxes, at the effective time of the merger. These options, which provided for vesting at a rate of 25% on each of the four anniversary dates immediately following the date of grant, subject to the forfeiture and acceleration provisions in the award agreement, whether or not vested, were fully vested and canceled pursuant to the Merger Agreement in exchange for the right to receive cash payment for each such option of the excess of $37.00 per option, without interest, and subject to any required withholding of taxes, over the per share exercise price of such option, at the effective time of the merger. Each restricted stock unit ("RSU") represents a right to receive one share of Class A Common Stock of Alpharma Inc. The RSUs, which provided for vesting on the third anniversary of the grant date, provided that each individual is employed by Alpharma Inc. on such date, whether or not vested, were fully vested and canceled pursuant to the Merger Agreement in exchange for the right to receive a cash payment for each RSU of $37.00, without interest and subject to any required withholding of taxes, at the effective time of the merger. The restricted stock, which provided for vesting on the third anniversary date of the grant date, subject to the forfeiture and acceleration provisions in the award agreement, whether or not vested, was fully vested and canceled pursuant to the Merger Agreement in exchange for the right to receive cash payment for each restricted stock of $37.00, without interest and subject to any required withholding of taxes, at the effective time of the merger. Executive Vice President and President, Animal Health /s/ Karen M. Sheehan, signing pursuant to Power of Attorney granted by Carol A. Wrenn 2008-12-31 EX-24 2 c78987_24.htm POWER OF ATTORNEY Power Of Attorney

Exhibit 24

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Thomas J. Spellman III, Karen M. Sheehan and Christian P. Mendoza, and the following attorneys at Day Pitney LLP: Warren J. Casey, Randy K. Rutherford and Ellen S. Knarr, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer of Alpharma Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and file such forms with the SEC and any stock exchange or similar authority; and

(3) take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of June, 2008.

/s/ Carol A. Wrenn      
Signature

Carol A. Wrenn      
Print Name

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