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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported)
August 26, 1998 (August 20, 1998)
MYLAN LABORATORIES INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 1-9114 25-1211621
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
130 Seventh Street
1030 Century Building
Pittsburgh, PA 15222
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 232-0100
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Item 5. Other Events.
As previously reported, on June 24, 1998, Mylan Laboratories Inc. (the
"Company") entered into an Agreement and Plan of Merger with Penederm
Incorporated ("Penederm") and a subsidiary of the Company. If the merger is
consummated upon the terms proposed, each share of common stock of Penederm will
be exchanged for 0.68 shares of common stock of the Company, and Penederm will
become a wholly-owned subsidiary of the Company.
On August 20, 1998, the Company filed with the Securities and Exchange
Commission a registration statement on Form S-4 to register the _____ shares of
its common stock proposed to be issued to the stockholders of Penederm upon
consummation of the merger. The registration statement includes the prospectus
of the Company and the proxy statement of Penederm for a special meeting of its
stockholders proposed to be held to consider approval of the merger. The
Company's shares will be offered only by means of the prospectus. Penederm's
solicitation of proxies will not commence unless and until the registration
statement is declared effective by the Securities and Exchange Commission. As
previously reported, the merger is subject to the satisfaction of various
conditions.
In addition, the Company previously reported in its Quarterly Report on
Form 10-Q that a request made by Key Pharmaceuticals for a preliminary
injunction in its lawsuit with the Company related to marketing of its
nitroglycerin transdermal system had been denied. The Company has since learned
that, while Key Pharmaceuticals' request was not granted at the hearing held to
consider the matter, the Court has deferred the decision as to whether or not
the preliminary injunction should be granted. The Company continues to believe
that this suit is without merit and intends to vigorously defend its position.
SIGNATURE
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.
MYLAN LABORATORIES INC.
/s/ Donald C. Schilling
Donald C. Schilling
Vice President of Corporate Finance
Date: August 26, 1998
Pittsburgh, Pennsylvania
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