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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 21, 2000 (July 7, 2000)
ENDO PHARMACEUTICALS HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 39040 13-4022871
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
223 Wilmington-West Chester Pike
Chadds Ford, Pennsylvania 19317
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(Address of principal executive offices) (Zip Code)
(610) 558-9800
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On July 17, 2000, the Registrant completed its acquisition of Algos
Pharmaceutical Corporation ("Algos") through a merger of Algos into the
Registrant's wholly owned subsidiary, Endo Inc. (the "Merger"). In connection
with the Merger and with respect to each share of Algos common stock, the
Registrant issued one share of its common stock as well as one warrant to
purchase additional shares of the Registrant's common stock in the future if
certain contingencies are met (each, a "Warrant"). A copy of the final Warrant
Agreement (which includes a copy of the final form of Warrant) is filed herewith
as Exhibit 10.2, and is incorporated herein by reference.
Immediately prior to the Merger, the Registrant also issued one
warrant with respect to each share of the Registrant's common stock that was
outstanding immediately prior to the Merger (each, a "Pre-Merger Warrant"). The
Pre-Merger Warrant has different terms and conditions from the Warrant. A copy
of the final Pre-Merger Warrant Agreement (which includes a copy of the final
form of Pre-Merger Warrant) is filed herewith as Exhibit 10.1, and is
incorporated herein by reference.
The Registrant also amended and restated its employee stock option
plans immediately prior to the Merger. Copies of the forms of these final
amended and restated stock option plans (which reflect the recapitalization of
the Registrant that occurred immediately prior to the Merger) are filed herewith
as Exhibits 10.22, 10.23, 10.24 and 10.25, and are incorporated herein by
reference.
Finally, on July 17, 2000, the Registrant issued the press release
filed herewith as Exhibit 99.1, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
Not applicable.
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(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
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10.1 Pre-Merger Warrant Agreement (including final form of warrant),
by and between Endo Pharmaceuticals Holdings Inc. and United
States Trust Company of New York, as warrant agent
10.2 Warrant Agreement (including final form of warrant), by and
between Endo Pharmaceuticals Holdings Inc. and United States
Trust Company of New York, as warrant agent
10.22 Endo Pharma Amended and Restated 1997 Employee Stock Option
Plan
10.23 Endo Pharma Amended and Restated 1997 Executive Stock Option
Plan
10.24 Endo Pharma 2000 Supplemental Employee Stock Option Plan
10.25 Endo Pharma 2000 Supplemental Executive Stock Option Plan
99.1 Press release issued by Endo Pharmaceuticals Holdings Inc. on
July 17, 2000
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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.
ENDO PHARMACEUTICALS HOLDINGS INC.
(Registrant)
By: /s/ Carol A. Ammon
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Name: Carol A. Ammon
Title: President & Chief Executive Officer
Dated: July 21, 2000
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Pre-Merger Warrant Agreement (including final form of
warrant), by and between Endo Pharmaceuticals Holdings Inc.
and United States Trust Company of New York, as warrant
agent
10.2 Warrant Agreement (including final form of warrant), by and
between Endo Pharmaceuticals Holdings Inc. and United States
Trust Company of New York, as warrant agent
10.22 Endo Pharma Amended and Restated 1997 Employee Stock Option
Plan
10.23 Endo Pharma Amended and Restated 1997 Executive Stock Option
Plan
10.24 Endo Pharma 2000 Supplemental Employee Stock Option Plan
10.25 Endo Pharma 2000 Supplemental Executive Stock Option Plan
99.1 Press release issued by Endo Pharmaceuticals Holdings Inc.
on July 17, 2000
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