-----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, LlYInvUVhw2uCfTL1jmkYaDVizLgp5ZeA+tIn4M1zX3OfertZUMjTClgi2eXBVhr swz1VYFnyVW0orRAIgWBhg== 0000892569-99-000149.txt : 19990201 0000892569-99-000149.hdr.sgml : 19990201 ACCESSION NUMBER: 0000892569-99-000149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990115 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATSON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884629 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 953872914 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13305 FILM NUMBER: 99515942 BUSINESS ADDRESS: STREET 1: 311 BONNIE CIRCLE CITY: CORONA STATE: CA ZIP: 91720 BUSINESS PHONE: 9092701400 MAIL ADDRESS: STREET 1: 311 BONNIE CIRCLE CITY: CORONA STATE: CA ZIP: 91720 8-K 1 FORM 8-K DATED JANUARY 15, 1999 1 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): January 15, 1999 Watson Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 0-20045 95-3872914 - ---------------------------- ----------- ---------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File number) Identification No.) 311 Bonnie Circle Corona, CA 91720 - ---------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (909) 270-1400 ----------------------------------------------------------- Former name or former address, if changed since last report 2 ITEM 2. Acquisition or Disposition of Assets. On January 14, 1999, the stockholders of TheraTech, Inc. ("TheraTech") approved the Agreement and Plan of Merger dated as of October 23, 1998 (the "Merger Agreement") among TheraTech, Watson Pharmaceuticals, Inc. (the "Registrant"), and Jazz Merger Corp., a wholly owned subsidiary of the Registrant ("Merger Sub"), providing for the merger of Merger Sub with and into TheraTech (the "Merger"). On January 15, 1999, the Merger was consummated by the filing of a certificate of merger in accordance with the laws of the State of Delaware and the terms of the Merger Agreement. The holders of TheraTech common stock, $0.01 par value per share ("TheraTech Common Stock"), will receive shares of the Registrant's common stock, $0.0033 par value per share ("Registrant Common Stock"), plus cash in lieu of any fractional shares, in a transaction accounted for as a pooling of interests for accounting purposes and as a tax-free reorganization for federal income tax purposes. Pursuant to the terms and conditions of the Merger Agreement, each share of TheraTech Common Stock was converted into the right to receive 0.2663 of a share (the "Exchange Ratio") of Registrant Common Stock. An aggregate of approximately 5,824,385 shares of Registrant Common Stock will be issued pursuant to the Merger. Additionally, each outstanding option to purchase TheraTech Common Stock has been converted into the right to purchase Registrant Common Stock, subject to adjustment based upon the Exchange Ratio. Up to an additional 677,244 shares of Registrant Common Stock may be issued upon exercise of such options. No shares of any other class of stock of TheraTech were outstanding on the date of the Merger. Additional information with respect to the Merger is set forth in TheraTech's Proxy Statement, dated December 7, 1998, which was contained in the Registrant's Registration Statement on Form S-4 (Registration No. 333-68007) filed with the Securities and Exchange Commission on November 25, 1998, which is incorporated herein by reference. A copy of the press release of the Registrant, dated January 15, 1999, is attached hereto as Exhibit 99 and is hereby incorporated by reference. ITEM 7. Exhibits. (c) Exhibits. 2 Agreement and Plan of Merger dated as of October 23, 1998, by and among the Registrant, TheraTech and Jazz Merger Corp. (incorporated herein by reference to the Registrant's Registration Statement on Form S-4 (Registration No. 333 - 68007) filed with the Securities and Exchange Commission on November 25, 1998). 99 Press release of Watson Pharmaceuticals, Inc. dated January 15, 1999. 2 3 SIGNATURE 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. Dated: January 29, 1999 WATSON PHARMACEUTICALS, INC. By: /s/ ROBERT C. FUNSTEN -------------------------------------- Name: Robert C. Funsten Title: Vice President, General Counsel and Secretary 3 4 WATSON PHARMACEUTICALS, INC. EXHIBIT INDEX FORM 8-K
Exhibit Number Description of Document Page - ------ ----------------------- ---- 2 Agreement and Plan of Merger dated as of October 23, 1998, by and among the Registrant, TheraTech and Jazz Merger Corp. (incorporated herein by reference to the Registrant's Registration Statement on Form S-4 (Registration No. 333 - 68007) filed with the Securities and Exchange Commission on November 25, 1998). 99 Press release of Watson Pharmaceuticals, Inc. dated January 15, 1999.
4 EX-99 2 PRESS RELEASE DATED JANUARY 15, 1999 1 NEWS RELEASE CONTACTS: Watson Pharmaceuticals, Inc. Sara Swee Director, Corporate Communications (909) 270-1400 Morgen-Walke Associates, Inc. Carolyn Bass, Jim Byers (415) 296-7383 FOR IMMEDIATE RELEASE WATSON PHARMACEUTICALS COMPLETES ACQUISITION OF THERATECH, INC. CORONA, CA - January 15, 1999 - Watson Pharmaceuticals, Inc. (NYSE: WPI) announced today that the acquisition of TheraTech, Inc. (Nasdaq: THRT) has been completed. TheraTech is a leading drug delivery company that develops, manufactures and markets innovative products based on its patented and proprietary technologies and systems. As a result of the acquisition, TheraTech has now become a wholly-owned subsidiary of Watson Pharmaceuticals. In connection with the acquisition, each outstanding share of TheraTech common stock will be exchanged for 0.2663 of one share of Watson common stock. Watson expects to record a one-time charge of approximately $20 million in connection with this transaction in the first quarter of 1999. Watson Pharmaceuticals, Inc., headquartered in Corona, CA, is engaged in the development, manufacture and sale of proprietary and off-patent pharmaceutical products. Watson pursues a strategy of generating revenue through established proprietary and off-patent businesses, capitalizing on its proven ability to support the development of these drugs in the therapeutic areas of primary care, women's health, dermatology and neurology/psychiatry. This press release may contain certain statements of a forward-looking nature relating to future events or future business performance. Any such statements that refer to Watson's estimated or anticipated future results, product performance or other non-historical facts are forward-looking and reflect Watson's current perspective of existing trends and information. The statements involve risks and uncertainties that cannot be predicted or quantified and actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the success of Watson's product development activities and the timeliness with which 2 regulatory authorizations and product roll-out may be achieved, market acceptance of Watson's products and the impact of competitive products and pricing, the availability on commercially reasonable terms of raw materials and other third party sourced products, regulatory compliance, the ability to timely and cost effectively integrate acquisitions, exposure to product liability and other lawsuits and contingencies, and other risks and uncertainties detailed in Watson's Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the year ended December 31, 1997. This and past press releases of Watson Pharmaceuticals, Inc. are available at Watson's web site at www.watsonpharm.com. In addition, press releases are available through PR Newswire's Company On-Call fax service at (800) 758-5804, extension 112856, and at www.pmewswire.com. ### -----END PRIVACY-ENHANCED MESSAGE-----