UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
FAULDING INC. (formerly Purepac, Inc.)
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(Name of Issuer)
Common Stock (par value $.01 per share)
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(Title of Class of Securities)
312024 10 2
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(CUSIP Number)
William R. Griffith, Esq.
c/o Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 29, 1996
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 312024 10 2 Page 2 of 9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Faulding Holdings Inc.
Fed. Emp. ID No. 52-1597982
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) / /
(b) / /
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
SCIWC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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| 7. SOLE VOTING POWER:
NUMBER OF |
| 9,350,296
SHARES |
|
BENEFICIALLY | 8. SHARED VOTING POWER:
|
OWNED BY |
|
EACH |
| 9. SOLE DISPOSITIVE POWER:
REPORTING |
| 9,350,296
PERSON |
|
WITH | 10. SHARED DISPOSITIVE POWER:
|
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,355,424 (includes 5,005,128 shares issuable upon conversion of the
Company's Class A Preferred Stock)
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
71.3%
14. TYPE OF REPORTING PERSON*:
CO.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 312024 10 2 Page 3 of 9
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per
share (the "Common Stock"), of Faulding Inc., (formerly "Purepac,
Inc."), a Delaware corporation (the "Issuer"). The address of the
Issuer's principal executive office is:
200 Elmora Avenue
Elizabeth, New Jersey 07207
Item 2. Identity and Background.
(a)-(c): This statement is filed on behalf of Faulding Holdings
Inc., a Delaware corporation (the "Purchaser"). Its address is:
c/o United Corporate Services
15 East North Street
Dover, Delaware 19901
The principal activity of the Purchaser is its investment in the
Issuer.
The Purchaser is a wholly-owned subsidiary of F.H. Faulding & Co.
Limited (the "Parent"), a leading Australian pharmaceutical manufacturer and
distributor, the principal activities of which are the manufacture and
wholesale of pharmaceutical, household and allied products.
Set forth below is the name, business address and information
relating to the present principal occupation or employment of the executive
officers and directors of the Purchaser and the Parent.
Executive Officers and Directors of Faulding Holdings Inc.
Title Name
Director, Chief Richard F. Moldin
Executive Officer 200 Elmora Avenue
Elizabeth, New Jersey 07207
Director, Secretary William R. Griffith
529 Fifth Avenue - 8th Floor
New York, New York 10017
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CUSIP No. 312024 10 2 Page 4 of 9
Director Edward D. Tweddell
160 Greenhill Road
Parkside, South Australia 5063
Executive Officers and Directors of F.H. Faulding & Co. Limited
Director, Chairman Alan G. McGregor
Director, Group Edward D. Tweddell
Managing Director
Director, Roderick McNeil
Company Secretary
Director Richard H. Fidock
Director Richard H. Allert
Director Peter J. Willcox
Director Robert W. Piper
Chief Financial Executive Geoffrey M. Pritchard
Group Manager, Josephine M. Dundon
Intellectual Property and
Legal Services
Group Manager, Steven J. McCallum
Human Resources
General Manager, Robert J. Weeks
Group Information Services
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CUSIP No. 312024 10 2 Page 5 of 9
The business address for all of the above Executive Officers and Directors of
the Parent is:
160 Greenhill Road
Parkside, South Australia 5063
(d)-(f): During the past five years, neither the Purchaser nor the
Parent nor any of the individuals described above (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to Federal or State securities
laws or finding any violation with respect to such laws.
Each of the individuals is a citizen of Australia, with the
exceptions of Richard F. Moldin and William R. Griffith, each of whom is a
United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in the Proxy Statement of the Issuer filed
with the Securities and Exchange Commission (the "Commission") on January 30,
1996 (the "Proxy Statement"), the Issuer and Purchaser, as of January 23, 1996,
entered into a Stock Purchase Agreement and a Preferred Stock Purchase
Agreement, a copy of each of which was filed as an exhibit to the Proxy
Statement (respectively the "Stock Purchase Agreement" and the "Preferred
Stock Purchase Agreement").
As a consequence of such interrelated transactions (the
"Acquisition Transaction") upon the approval by the Issuer's stockholders on
February 29, 1996, the Purchaser acquired from the Issuer: (a) 2,510,316
shares of the Issuer's Common Stock in exchange for all of the outstanding
capital shares of each of the Acquired Companies, subject to closing
adjustments (as defined in Item 6 hereof) and: (b) 150,000 shares of a newly
designated class of preferred stock of the Issuer described hereinafter, (the
"Class B Preferred Stock"), for an aggregate purchase price of $15,000,000.
The Purchaser used its general corporate funds, which were advanced
to it by the Parent, to acquire the Class B Preferred Stock. The Class B
Preferred Stock accrues dividends at the rate of 4.5% per annum, has a
liquidation preference of $100 per share, plus the amount of any accrued but
unpaid dividends, and will be convertible, commencing March 1, 1997, at the
ratio of 10.433 for one, into shares of the Issuer's Common Stock.
<PAGE>
CUSIP No. 312024 10 2 Page 6 of 9
Item 4. Purpose of Transaction.
As more fully described in the Proxy Statement, the Purchaser
entered into the Acquisition Transaction described in Item 3 of this Schedule
as a result of its belief that the Acquired Companies and the Issuer (in
which the Purchaser already has a substantial ownership interest) would
independently and as a group benefit from joint ownership under the Issuer's
corporate structure, due to their complementary product lines, the Issuer's
existing infrastructure and the effects of diversification and efficiencies
of scale. The Purchaser continues to seek to hold its security holdings in
the Issuer, including the securities acquired as a result of the Acquisition
Transaction, for investment purposes.
The Purchaser intends to review, from time to time, its position
with respect to the Issuer and may depending upon circumstances then existing,
including its evaluation of the Issuer's business, assets, operations,
general economic conditions, prevailing market prices for the Issuer's Common
Stock and Class A and Class B Preferred Stock and other factors, determine to
increase, decrease or dispose of its ownership of the Issuer's Common Stock
in open market, privately negotiated transactions, or otherwise, or propose
possible ways to attain increased profitability of the Issuer, the
restructuring of the Issuer's operations or any extraordinary corporate
transaction.
Except as described above and in Item 6 hereinafter, the Purchaser
does not have and, to the best of the Purchaser's knowledge, none of the
Purchaser's officers or directors has, any present intention which relates to
or would result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or terms
of directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f)
any other material change in the Issuer's business or corporate structure;
(g) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any persons; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the 1934 Act; or (j) any actions similar to any of those enumerated above.
The Purchaser, however reserves the right to change its intention with
respect to any of the foregoing.
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CUSIP No. 312024 10 2 Page 7 of 9
Item 5. Interest in Securities of the Issuer.
(a) The number of issued and outstanding shares of Common Stock of
the Issuer is 15,125,539 (as last reported in the Issuer's Report on Form
10-C/A, which was filed with the Commission on March 14, 1996). The aggregate
number and percentage of the class of securities identified in Item 1 hereof
beneficially owned by each person named in Item 2 as of the date hereof is as
follows:
(i) As last reported in Amendment No. 7 to this Statement on
Schedule 13D, which was filed with the Commission on August 9, 1995, the
Purchaser beneficially owned 6,839,980 shares of Common Stock, which shares
comprised approximately 54.2% of the Issuer's issued and outstanding Common
Stock As a consequence of the Acquisition Transaction, the Purchaser's
beneficial ownership increased to approximately 61.8% of the Issuer's
outstanding Common Stock.
(ii) As described in Item 1 above, the Purchaser may increase its
beneficial ownership of the Issuer's Common Stock, by conversion of the
Issuer's Class A Preferred Stock that is currently held by the Purchaser, to
approximately 71.3%. The Issuer's Class B Preferred Stock that is currently
held by the Purchaser will be convertible into shares of Common Stock
commencing March 1, 1997. Assuming the conversion of both the Class A and B
Preferred Stock, the Purchaser's ownership would increase to 73.4% of the
Issuer's then issued and outstanding shares of Common Stock, assuming that
the number of issued and outstanding shares of the Issuer's Common Stock is
not increased subsequent to the date hereof.
(b) The Purchaser owns and has the sole power to vote, direct the
voting of, dispose of and direct the disposition of 9,350,296 shares of the
Issuer's Common Stock as of the date hereof. These shares comprise 61.8% of
the Issuer's issued and outstanding Common Stock.
(c) Except as otherwise disclosed herein, the Purchaser is not
aware of any transaction in the Common Stock of the Issuer during the past
sixty days by any persons named in Item 2 above.
(d) None.
(e) Inapplicable.
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CUSIP No. 312024 10 2 Page 8 of 9
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Issuer.
As more fully described in the Proxy Statement, on January 23, 1996,
the Purchaser and the Issuer entered into the Stock Purchase Agreement,
providing for the Purchaser to exchange all of the capital stock of each of
Faulding Puerto Rico, Inc., a Delaware corporation, Faulding Pharmaceutical
Co., a Delaware corporation, and Faulding Medical Device Co., a Delaware
corporation, each a wholly-owned subsidiary of the Purchaser (collectively,
the "Acquired Companies"), for 2,510,316 shares of the Issuer's Common Stock,
subject to adjustment as a result of an audit of the net asset value of the
Acquired Companies as of February 29, 1996, the Closing Date.
On January 23, 1996, the Purchaser and the Issuer also entered in
the Preferred Stock Purchase Agreement, providing for the Purchaser to
acquire on the Closing Date, at an aggregate purchase price of $15,000,000,
150,000 shares of a newly designated Class B Preferred Stock, the principal
characteristics of which are set forth in Item 3 of this Schedule. On
February 29, 1996, the Purchaser acquired the Class B Preferred Stock.
The Stock Purchase Agreement provides that, for a period of two
years after the Closing Date (or, in the case of liability for taxes, until
the later of the expiration of the applicable statutes of limitation or 60
days after a final determination of any tax liability), Faulding will
indemnify Purepac, and Purepac will indemnify Faulding, as the case may be,
and their respective officers, directors and agents, and hold it, or each of
them, harmless against all Losses (as defined in the Stock Purchase Agreement)
arising out of or relating to the breach of any representation or warranty of
such indemnifying party contained in the Stock Purchase Agreement or in any
certificate delivered by it pursuant to the Stock Purchase Agreement, once
such Losses exceed $200,000 in the aggregate, but only for such Losses in
excess of $200,000. The Preferred Stock Purchase Agreement contains a similar
indemnification provision.
Each of the Stock Purchase Agreement and the Preferred Stock
Purchase Agreement was filed as an exhibit to the Issuer's Proxy Statement.
Item 7. Material to be Filed as Exhibits.
Not Applicable
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CUSIP No. 312024 10 2 Page 9 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: March 14, 1996 FAULDING HOLDINGS INC.
By: /s/Richard F. Moldin
Richard F. Moldin
Chief Executive Officer
