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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 2, 1999
FLEMINGTON PHARMACEUTICAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-23399 22-2407152
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(State of Organization) (Commission File No.) (IRS Employer Identification
Number)
43 Emery Avenue
Flemington, New Jersey 08822
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(Address of principal executive offices)
(908) 782-3431
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(Registrant's telephone number, including area code)
Item 1. Change In Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes In Registrant's Certifying Accountant
Not applicable
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Item 5. Other Events
On March 2, 1999, Flemington Pharmaceutical Corporation ("Flemington")
entered into a letter of intent dated February 24, 1999 ("Letter of Intent")
with Ash Corporation ("Ash") setting forth the basic terms of a proposed
acquisition (the "Acquisition") by Flemington of all of the assets and certain
of the liabilities of ASH in exchange for 2,000,000 shares of Flemington common
stock. Ash is a privately held Mississippi based contract manufacturer and
packager of over-the-counter pharmaceuticals and personal care products. Ash's
Gulfport facility has a staff of approximately 96 employees and contains various
pharmaceutical manufacturing capabilities as well as extensive laboratory
facilities. Ash's principal customers include Bayer Corporation,
Schering-Plough, Personal Care Group, Inc., IVAX, Watson Pharmaceuticals, Pergo,
and Chatham Inc. Ash also manufactures products for several marketers of
private pharmaceuticals and personal care products.
Flemington and Ash have agreed to a standstill period of 60 days
wherein neither Ash nor its shareholders will solicit, entertain or encourage
any offer or enter into any agreement for the sale, transfer or disposition of
the assets or common stock of Ash other than transactions in the ordinary course
of business. Unless Flemington shall consent, Ash will refrain from providing
any confidential information about its business or affairs to any third party
for the purpose of allowing such third party to evaluate a possible acquisition
of Ash.
The consummation of the Acquisition is contingent upon the parties'
negotiation and execution of a definitive Asset Purchase Agreement, the closing
of which will be contingent upon the following conditions: (1) approval of the
Asset Purchase Agreement by both companies' boards of directors, and if required
by law, their shareholders; (2) the execution of a Shareholders Agreement; (3)
the parties reaching suitable employment agreements with certain members of
Ash's current management; (4) the release of certain personal guarantees of
Ash's current management with respect to Ash's bank debt, which release may
necessitate raising additional equity capital; and (5) other customary
conditions.
The parties have agreed to negotiate in good faith and use their best
efforts to consummate the Acquisition, although the Letter of Intent provides
that either party may terminate their negotiations at any time prior to the
execution and delivery of a definitive Asset Purchase Agreement.
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information And Exhibits
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. Not applicable.
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The following Exhibits are filed herewith:
Not applicable.
Item 8. Change In Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant To Regulation S
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FLEMINGTON PHARMACEUTICAL CORPORATION
By: /s/ Harry A. Dugger, III, Ph.D.
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Harry A. Dugger, III, Ph.D.
(President and Chief Executive Officer)
Date: March 10, 1999
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