-----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, WjJzBcTzK3UlgoqbB4HwMKp7YN9XGnotvZAqdFvjnVzOiMfwdde5PNFYGDIGk7Ei apc9zJwjA+7PCUE+3OR/lA== 0001016843-98-000130.txt : 19980317 0001016843-98-000130.hdr.sgml : 19980317 ACCESSION NUMBER: 0001016843-98-000130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980228 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980316 SROS: NYSE 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: 98566559 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): FEBRUARY 28, 1998 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 ITEM 2. Acquisition or Disposition of Assets. On February 27, 1998, Watson Pharmaceuticals, Inc. (the "Registrant") and Hoechst Marion Roussel ("HMR") finalized an agreement under which the Registrant acquired all of the outstanding stock of The Rugby Group, Inc. ("Rugby"), HMR's U.S. off-patent drug subsidiary. The transaction also included terms whereby HMR will manufacture certain off-patent products for the Registrant. The acquisition was accounted for as a purchase, and the results of Rugby from the date of acquisition forward will be recorded in the Registrants consolidated financial statements. Immediately after the acquisition, Rugby became a wholly owned subsidiary of the Registrant. The consideration paid by the Registrant in connection with the acquisition consisted of an initial cash payment of $67.5 million, future royalty payments on sales of certain Rugby products and a contingent upside-sharing payment based on future operating results. The initial cash payment was made from cash on hand. The Registrant expects to make future contingent payments from a combination of cash on hand and future operating cash flows. The Registrant acquired Rugby and its subsidiaries, including Chelsea Laboratories, Rugby's product development group. Major assets obtained in the acquisition include Rugby's approximately 35 owned products, licenses of several HMR generic products, and sales and marketing capabilities for pharmaceutical products. The material agreements entered into by the Registrant in connection with this transaction were filed as Exhibits 10.27, 10.27(a), 10.27(b), 10.28 and 10.29 to the Registrant's 1997 Annual Report on Form 10-K on March 16, 1998. A copy of the joint press release of the Registrant and HMR, dated March 2, 1998 is attached hereto as Exhibit 99.1. ITEM 7. Exhibits. (c) Exhibits 10.1 Stock Purchase Agreement among the Registrant, Hoechst, Marion Roussel, Inc. and Marisub, Inc. dated August 25, 1997, filed as Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and hereby incorporated by reference. 10.2 Amendment to Stock Purchase Agreement among the Registrant, Hoechst, Marion Roussel, Inc. and Marisub, Inc. dated November 26, 1997, filed as Exhibit 10.27(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and hereby incorporated by reference. 10.3 Second Amendment to Stock Purchase Agreement by and among the Registrant, Hoechst, Marion Roussel, Inc. and Marisub, Inc. dated February 27, 1998, filed as Exhibit 10.27(b) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and hereby incorporated by reference. 2 10.4 Supply and License Agreement by and between Hoechst, Marion Roussel, Inc. and The Rugby Group, Inc. dated February 27, 1998, filed as Exhibit 10.28 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and hereby incorporated by reference. 10.5 Contract Manufacturing Agreement by and between Hoechst, Marion Roussel, Inc. and The Rugby Group, Inc. dated February 27, 1998, filed as Exhibit 10.29 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and hereby incorporated by reference. 99.1 Joint Press Release of Watson Pharmaceuticals, Inc. and Hoechst Marion Roussel relating to the acquisition by the Registrant of all outstanding stock of The Rugby Group, Inc. 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 thereunto duly authorized. Dated: March 16, 1998 WATSON PHARMACEUTICALS, INC. By: /s/ ALLEN CHAO ----------------------- Name: Allen Chao, Ph.D Title: Chairman and Chief Executive Officer WATSON PHARMACEUTICALS, INC. EXHIBIT INDEX FORM 8-K EXHIBIT NUMBER DESCRIPTION OF DOCUMENT PAGE - ------ ----------------------- ---- 99.1 Joint Press Release of Watson Pharmaceuticals, Inc. and Hoechst Marion Roussel relating to the acquisition by Watson of all outstanding stock of The Rugby Group, Inc. EX-99.1 2 EXHIBIT 99.1 FOR: WATSON PHARMACEUTICALS, INC. AND HOECHST MARION ROUSSEL APPROVED BY: Allen Chao, Ph.D. Chairman and Chief Executive Officer Watson Pharmaceuticals, Inc. (909) 270-1400 CONTACTS: Hoeschst Marion Roussel Charles F. Rouse III (816) 966-4052 Morgan-Walke Associates, Inc. Carolyn Bass, Jim Byers, Doug Sherk (415) 296-7383 FOR IMMEDIATE RELEASE Sandra Badurina, Deborah Szajngarten (212) 850-5600 WATSON PHARMACEUTICALS COMPLETES ACQUISITION OF THE RUGBY GROUP Acquisition to Complement Watson's Off-Patent Product Line CORONA, Calif, and KANSAS CITY, Mo., March 2, 1998-- Watson Pharmaceuticals, Inc. (NYSE:WPI) and Hoechst Marion Roussel, the pharmaceutical company of Hoechst AG (NYSE:HOE), today jointly announced that Watson has completed its acquisition of The Rugby Group, Inc. Hoeschst Marion Roussel's U.S. generic drug subsidiary. Full financials details were not disclosed; however, the agreement included an initial payment of $67.5 million, contingent payments on certain products and an upside-sharing payment based on certain future operating results. The agreement also included terms whereby Hoechst Marion Roussel will manufacture off-patent products for Watson. Under the terms of the agreement, Watson acquired Rugby and its subsidiaries, including Chelsea Laboratories, Rugby's product development group. Major assets obtained by Watson in the acquisition include Rugby's approximately 35 owned products, license of several Hoechst Marion Roussel generic products, and sales and marketing capabilities for pharmaceutical products. -continued- "The acquisition of Rugby is consistent with one of our key strategies of expanding our off-patent product line. Rugby's numerous owned and licensed products provide a strong complement to Watson's existing product line, "stated Dr. Allen Chao, Chairman and Chief Executive Officer of Watson. "The combination of Rugby's existing product line, its product development pipeline, and its well-established sales and telemarketing capability enhances Watson's position in the pharmaceutical industry." The Securities and Exchange Commission (SEC) encourages companies to disclose forward looking information so that investors can better understand a company's future prospects and make informed investment decisions. Due to changing market conditions, product competition, the nature of product development and regulatory approval processes, the achievement of forward-looking statements contained in this press release are subject to risks and uncertainties. For further details and a discussion of these risks and uncertainties, see Watson's SEC filings, including its 1996 annual report on Form 10-K. Hoechst Marion Roussel USA is a leader in pharmaceutical-based health care, dedicated to moving BEYOND MEDICINE TO HEALTH (TM) through the discovery and delivery of prescription drugs and the provision of value-added patient support programs. The global headquarters of Hoechst Marion Roussel is in Frankfurt, Germany, and the North American Headquarters is in Kansas City, Mo. Watson Pharmaceuticals, Inc. headquartered in Corona, CA, is engaged in the development, manufacture and sale of off-patent and proprietary pharmaceutical products. ### This and past press releases of Watson Pharmaceuticals, Inc. are available through PR Newswire's Company News On-Call fax service at (800) 758-5804, extension 112856 and on the internet at www.prnewswire.com. -----END PRIVACY-ENHANCED MESSAGE-----