CHATTEM INC
8-K, 1996-06-05
PHARMACEUTICAL PREPARATIONS
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<PAGE>

                      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): MAY 31, 1996


                                  CHATTEM, INC.
                 -----------------------------------------------------
                 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         TENNESSEE                 0-5905                 62-0156300 
      -----------------      --------------------        --------------------
         (STATE OF           (COMMISSION FILE NO.)        (IRS EMPLOYER
         INCORPORATION)                                   IDENTIFICATION NO.)


                1715 WEST 38TH STREET, CHATTANOOGA, TENNESSEE 37409
                ---------------------------------------------------
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


                                 (615) 821-4571
                ----------------------------------------------------
                (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)






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ITEM 5.  OTHER EVENTS.
- -------  -------------

              Chattem, Inc. (the "Company") has adjusted the exercise price 
of its outstanding warrants from the original price of $7.15 per share to 
$6.79 per share. The adjustment is required under the terms of the Company's 
Warrant Agreement dated June 10, 1994 with the warrant agent, SouthTrust Bank 
of Alabama, National Association, as a result of the sale of equity to 
investors to facilitate the previously announced acquisition of Gold 
Bond-Registered Trademark-, the issuance of shares to the seller in payment 
of a part of the purchase price in the Gold Bond acquisition and the issuance 
of options to acquire the Company's common stock under employee stock option 
plans. The warrants were issued in connection with the sale of the Company's 
12.75% Senior Subordinated Notes due 2004 and, if fully exercised before 
expiration in June, 1999, will enable the holders to acquire up to a total of 
417,182 shares of the Company's common stock at the exercise price.






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<PAGE>

                                   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.


June 1, 1996                           CHATTEM, INC.

                                           By: /s/ ROBERT E. BOSWORTH
                                              --------------------------------
                                              Robert E. Bosworth,
                                              Executive Vice President
                                              and Chief Financial Officer






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