SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 1, 1995
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FOREST LABORATORIES, INC.
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(Exact name of registrant as specified in its character)
DELAWARE 1-5438 11-1798614
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
909 Third Avenue, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-421-7850
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets
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(a) On November 1, 1995, pursuant to an Investment
Agreement (the "Investment Agreement") dated as of September 11,
1995 among Forest Laboratories, Inc. ("Forest"), Biovail
Corporation International ("BCI"), Eugene Melnyk, Trimel (Canada)
Inc. and Royal Healthcare Investment Corporation, Forest
consummated the purchase (the "Acquisition") of 1,800,000 common
shares, without par value, of BCI. The Shares represent approxi-
mately 21.8% of the issued and outstanding common shares of BCI.
The Shares were acquired by Forest pursuant to a tender offer
commenced pursuant to the Investment Agreement at a purchase
price of US $42 per Share. In addition, pursuant to a License
Agreement dated September 11, 1995 between Forest and Biovail
Laboratories, Inc. ("Biovail"), a wholly-owned subsidiary of BCI,
Forest acquired an exclusive license (the "License") to market
Biovail's once-daily formulation of diltiazem (the "Product") in
the United States.
The aggregate consideration paid for the Acquisi-
tion and the License was approximately $95.6 million, which
amount was paid from Forest's working capital. In addition,
Forest has agreed to purchase its requirements of the Product
from Biovail and to pay Biovail certain on-going royalties based
upon Forest's net sales of the Product. In connection with the
Acquisition and the License, each of Forest and BCI granted the
other certain reciprocal exclusive rights to negotiate with the
other for the acquisition of licensing or other marketing rights
with respect to certain pharmaceutical products of the other in
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the United States (in the case of Forest) and in Canada (in the
case of BCI).
The Investment Agreement, the License Agreement
and the consideration for each were negotiated at arms length by
officers of Forest and BCI. Neither Forest nor any officer,
director or affiliate of Forest had any material relationship to
BCI or Biovail prior to the Acquisition.
The Acquisition will be accounted for by the
"equity method" of accounting. Under this method, Forest's pro-
portionate share of BCI's results of operations will be included
in Forest's results of operations and Forest's balance sheet will
reflect the historical cost of Forest's minority equity interest
in BCI.
(b) Not applicable.
Item 7. Financial Statements, Pro-Forma Financial Information
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and Exhibits
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(a) and (b) Certain historical financial statements of
BCI and certain pro-forma financial information will be included
herein by amendment to be filed within 60 days of the date this
Report is required to be filed.
(c) The following exhibits are filed herewith:
(1) The Investment Agreement. Incorporated by
reference to Exhibit (c)(1) to the Schedule
14D-1 filed by Forest on September 18, 1995
(the "Schedule 14D-1").
(2) The License Agreement. Incorporated by
reference to Exhibit (c)(2) to the Schedule
14D-1.
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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 thereunto duly
authorized.
FOREST LABORATORIES, INC.
Date: November 13, 1995 By: /s/
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Kenneth E. Goodman, Vice
President-Finance
