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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 7, 2000
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BLOCK DRUG COMPANY, INC.
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(Exact Name of Registrant as Specified in its Charter)
New Jersey O-5436 22-1375645
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
257 Cornelison Avenue 07302
Jersey City, NJ ----------
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (201) 434-3000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On October 7, 2000, Block Drug Company, Inc. (the "Company"),
SmithKline Beecham plc ("SmithKline") and SB Acquisition Corp. (a wholly-owned
subsidiary of SmithKline) entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Under the Merger Agreement, SmithKline will commence a cash
tender offer (the "Offer") to purchase all of the outstanding Class A Common
Stock, $0.10 par value and Class B Common Stock, $0.10 par value, of the Company
for $53.00 per share.
Upon completion of the Offer, SB Acquisition Corp. will merge with and
into the Company with the Company continuing as the surviving corporation. A
copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.
A copy of the Company's and SmithKline's joint press release dated
October 9, 2000 is attached hereto as Exhibit 99 and is incorporated herein by
reference.
In connection with the execution of the Merger Agreement, SmithKline,
the Company and certain shareholders of the Company entered into a Voting and
Tender Agreement, pursuant to which such shareholders agree, among other things,
to tender their shares in the Offer. A copy of the Voting and Tender Agreement
dated October 7, 2000 is attached hereto as Exhibit 2.2 and is incorporated
herein by reference.
The foregoing description of the Merger Agreement, the Voting and
Tender Agreement and the transactions contemplated thereby do not purport to be
complete and are qualified in their entirety by reference to the Merger
Agreement and the Voting and Tender Agreement.
ITEM 7. EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of October 7, 2000 among
Block Drug Company, SmithKline Beecham plc and SB Acquisition Corp.
2.2 Block Drug Company, Inc. Voting and Tender Agreement, dated
October 7, 2000 among SmithKline Beecham plc, SB Acquisition Corp. and the
shareholders listed therein.
99 Press release, dated October 9, 2000.
All other Items of this report are inapplicable.
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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.
BLOCK DRUG COMPANY, INC.
Date: October 9, 2000 By: /s/ James A. Block
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Name: James A. Block
Title: Chairman
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of October 7, 2000 among
Block Drug Company, SmithKline Beecham plc and SB Acquisition Corp.
2.2 Block Drug Company, Inc. Voting and Tender Agreement, dated
October 7, 2000 among SmithKline Beecham plc, SB Acquisition Corp. and the
shareholders listed therein.
99 Press release, dated October 9, 2000.
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