8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 8, 2008

Bentley Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-10581
(Commission File No.) 59-1513162
(I.R.S. Employer
Identification Number)

Bentley Park
2 Holland Way
Exeter, New Hampshire
(Address of principal
executive office)

03833
(Zip Code)

Registrant’s telephone number, including area code (603) 658-6100

No change since last report

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 3.01 Notice of Delisting or failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release, dated July 8, 2008

Item 3.01    Notice of Delisting or failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     In connection with the anticipated merger with Teva Pharmaceutical Industries Ltd. (“Teva”), the Company has notified the New York Stock Exchange (“NYSE”) of its intent to withdraw the listing of its common stock, par value $0.02 per share, (the “Common Stock”) on the NYSE. After the merger is completed, the Company will request that the NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “Commission”) with respect to the Common Stock. In addition, the Company will file with the Commission a certification and notice of termination on Form 15 with respect to the Common Stock, requesting that the Common Stock (and the associated Series A Junior Participating Preferred Stock purchase rights) be deregistered under Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”) and that the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act be suspended.

     On July 8, 2008 the Company issued a press release announcing its notification to the NYSE of its intention to delist its common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

     Exhibits

99.1 Press release, dated July 8, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BENTLEY PHARMACEUTICALS, INC.
By:	/s/ Richard P. Lindsay
	Richard P. Lindsay
	Vice President and Chief Financial Officer

Date: July 8, 2008

BENTLEY PHARMACEUTICALS, INC
CURRENT REPORT ON FORM 8-K
Report Dated July 8, 2008
EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated July 8, 2008.

EX-99.1

Exhibit 99.1

Bentley Park 2 Holland Way Exeter, NH 03833-2937 Tel: 603.658.6100 Fax: 603.658.6101/6102 www.bentleypharm.com	News Release
FOR IMMEDIATE RELEASE	Contact: Sharon Merrill Associates Jim Buckley Executive Vice President 617.542.5300 bnt@investorrelations.com

Bentley Pharmaceuticals Notifies NYSE of Intention to Delist
Common Stock

     EXETER, NH, July 8, 2008 — Bentley Pharmaceuticals, Inc. (NYSE: BNT) (“Bentley” or the “Company”) announced today that it notified the New York Stock Exchange (the “NYSE”) of its intent to delist its common stock, par value $0.02 per share, from the NYSE immediately following the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 31, 2008, by and among Bentley, Teva Pharmaceutical Industries Ltd. (NASDAQ: TEVA) (“Teva”) and Beryllium Merger Corporation (the “Merger Agreement”).

     As a result of the merger, Bentley’s common stock will cease to be publicly traded and each outstanding share of the Company’s common stock will be converted into the right to receive approximately $14.82 in cash. If the Merger Agreement is approved by Bentley’s stockholders at the special meeting, which has been scheduled for Tuesday, July 22, 2008, and the other closing conditions are satisfied or waived in accordance with the Merger Agreement, the proposed acquisition is expected to close on July 22 or as soon as administratively practical after that. The affirmative vote of the holders of a majority of the shares of the Company’s common stock outstanding and entitled to vote on the matter will be necessary to approve the merger.

About Bentley

     Bentley Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on generic pharmaceutical products. Bentley manufactures and markets a growing portfolio of generic and branded generic pharmaceuticals in Europe for the treatment of cardiovascular, gastrointestinal, infectious and central nervous system diseases through its subsidiaries — Laboratorios Belmac, Laboratorios Davur, Laboratorios Rimafar and Bentley Pharmaceuticals Ireland. Bentley also manufactures and markets active pharmaceutical ingredients through its subsidiary, Bentley API. For more information about Bentley, please visit www.bentleypharm.com.

     On October 23, 2007, the Company announced its plan to distribute to its existing stockholders, on a pro rata basis, all of the shares of common stock of CPEX Pharmaceuticals, Inc., the Company’s drug delivery division. On March 31, 2008, Bentley announced that it had entered into an agreement to be acquired by Teva. As one of the conditions to the consummation of the acquisition, on June 30, 2008, Bentley completed the spin-off of its drug delivery business as an independent company known as CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX). As a result of the spin-off, Bentley now contains only its generic pharmaceutical operations, which will be entirely acquired by Teva through a merger of its wholly owned subsidiary, Beryllium Merger Corporation, with and into Bentley.

Important Information

     In connection with the proposed merger, Bentley has filed with the Securities and Exchange Commission (“SEC”) a definitive proxy statement, which has been mailed to Bentley’s stockholders. The proxy statement contains information about Bentley, the proposed merger and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. In addition to receiving the proxy statement from Bentley by mail, stockholders may obtain the proxy statement, as well as other filings containing information about Bentley, without charge, from the SEC’s website (http://www.sec.gov) or, without charge, from Bentley’s website www.bentleypharm.com or by directing such request to Bentley Pharmaceuticals, Inc., Bentley Park, 2 Holland Way, Exeter, NH 03833, Attention: Richard Lindsay, Chief Financial Officer.

     Bentley and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Bentley’s directors and executive officers is available in Bentley’s 2007 Annual Report on Form 10-K, as amended, which was filed with the SEC on March 17, 2008 and amended on April 29, 2008. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials, which have been filed with the SEC.

Bentley’s Safe Harbor Statement under the U. S. Private Securities Litigation Reform Act of 1995:

     This press release contains forward looking statements, including, without limitation, statements regarding the merger transaction entered into between Bentley and Teva. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such statements. Factors that may cause such differences include, but are not limited to, risks associated with the following: approval of the proposed merger transaction by the stockholders of Bentley and other uncertainties detailed under “Risk Factors” in Bentley’s 2007 Annual Report on Form 10-K, as amended, and its other subsequent periodic reports filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov). Bentley cautions investors not to place undue reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this document, and Bentley undertakes no obligation to update or revise the statements, except as may be required by law.

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