SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
October 3, 1994
A.L. PHARMA INC.
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(Exact name of registrant as specified in its charter)
Delaware I-8593 22-2095212
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
One Executive Drive, Fort Lee, New Jersey 07024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(201) 947-7774
A. L. Laboratories, Inc.
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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.
On October 3, 1994, A. L. Laboratories, Inc. (the "Company")
issued a press release announcing that it had completed the
acquisition of the pharmaceutical, animal health, bulk antibiotic
and aquatic animal health businesses of Apothekernes Laboratorium
A.S (the "Related Norwegian Businesses"). Concurrent with the
closing of the acquisition (the "Closing"), the Company has changed
its name to "A.L. Pharma Inc." and effective October 4, 1994, its
new trading symbol on the New York Stock Exchange became "ALO".
The combination of the Related Norwegian Businesses of
Apothekernes Laboratorium A.S ("A. L. Oslo") with A. L.
Laboratories was completed pursuant to a Restructuring Agreement
dated as of May 16, 1994 (the "Restructuring Agreement"), which was
approved separately by the shareholders of the Company and A. L.
Oslo. A. L. Oslo is the beneficial owner of 100% of the
outstanding shares of the Company's Class B stock and is able to
control the Company through its ability to elect more than a
majority of the Board of Directors and to cast in excess of a
majority of the votes in any vote of the Company's stockholders.
In addition, Einar W. Sissener, a director and the Chairman and
Chief Executive Officer of A.L. Oslo owns or has authority to vote
approximately 50.8% of the outstanding A.L. Oslo shares. The
consideration paid by the Company to the shareholders of A. L. Oslo
was approximately $24 million in cash, and warrants to purchase 3.6
million shares of the Company's Class A Common Stock. The warrants
expire on January 3, 1999 and have an exercise price of $21.945.
The Company obtained the funds for the acquisition under a
credit agreement and related documents dated September 28, 1994
between the Company and certain of its subsidiaries and a
consortium of banks led by the Union Bank of Norway.
The Company is required to account for the acquisition of the
Related Norwegian Businesses of A. L. Oslo as a transfer and
exchange between companies under common control. Accordingly, the
assets and liabilities of Related Norwegian Businesses will be
combined with the Company at historical cost in a manner similar to
a pooling-of-interests; and the Company's historical financial
statements will be restated to reflect the combined results of
operations, assets, liabilities and new worth of the Company and of
the Related Norwegian Businesses. The payment of the cash purchase
price will be reflected as reduction of combined equity as of the
closing date.
As disclosed in the proxy statement dated August 22, 1994, the
Company estimates it will incur and charge to earnings, as of the
date of the closing, non-operating transaction related expenses of
approximately $3.6 million after tax. In addition, the Company may
take a restructuring charge in the fourth quarter of 1994 in
connection with the combination.
<PAGE>
In accordance with the terms of the Restructuring Agreement,
the Company's Certificate of Incorporation has been amended,
concurrent with the closing, to increase the percentage of
Directors elected by the holders of the Class A stock from 25% to
33 1/3%. In connection with this change, the shareholders have
elected Mr. Peter G. Tombros as a Class A Director of the Company.
Mr. Tombros is President and Chief Executive Officer of Enzon
Inc., a developer and marketer of pharmaceutical products.
Previously, he held a number of senior management positions with
Pfizer, Inc. during his 26 year tenure. Mr. Tombros' election to
the Board will increase the number of Class A Directors to three,
and the total number of Directors to nine.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
(i) Combined financial statements of the Related
Norwegian Businesses as included on the Index to
Exhibit E of the Proxy Statement for Special
Meeting of Stockholders were filed on August 22,
1994 and are incorporated herein by reference.
(b) ProForma Financial Information.
(i) Unaudited pro forma condensed financial statements
of the Company and the Related Norwegian Businesses
included on pages 27-39 of the Proxy Statement for
Special Meeting of Stockholders were filed on
August 22, 1994 and are incorporated herein by
reference.
(c) Exhibits
2.1 Restructuring agreement by and between Apothekernes
Laboratorium A.S and A. L. Laboratories, Inc. dated
as of May 16, 1994 was filed on August 22, 1994 as
Exhibit A to the Proxy Statement for Special
Meeting of Stockholders and is herein incorporated
by reference.
99.1 Press release, dated October 3, 1994 (A. L.
Laboratories, Inc.)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
A.L. Pharma Inc.
By: /s/ Jeffrey E. Smith
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Name: Jeffrey E. Smith
Title: Executive Vice President and
Chief Financial Officer
Dated: October 17, 1994<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
A. L. LABORATORIES ANNOUNCES CLOSING OF TRANSACTION WITH
APOTHEKERNES LABORATORIUM; NEW COMPANY NAME
AND TRADING SYMBOL
FORT LEE, N.J., October 3, 1994 -- A. L. Laboratories, Inc.
(NYSE:BMD) today announced that the Company has completed the
transaction to acquire the pharmaceutical, animal health, bulk
antibiotic and aquatic animal health businesses of Apothekernes
Laboratorium A.S (A.L. Oslo). Concurrent with the closing, the
Company has changed its name to "A.L. Pharma Inc." and effective
October 4, 1994, its new trading symbol on the New York Stock
Exchange will be "ALO". Einar W. Sissener will continue to serve
as Chairman and Chief Executive Officer of the Company.
The combination of the businesses of A.L. Oslo with A. L.
Laboratories was completed under the terms of a Restructuring
Agreement dated as of May 16, 1994, which was approved separately
by the shareholders of A. L. Laboratories and A.L. Oslo. The con-
sideration paid by the Company to the shareholders of A.L. Oslo was
approximately $24 million in cash, and warrants to purchase 3.6
million shares of the Company's Class A Common Stock. The warrants
expire on January 2, 1999 and have an exercise price of $21.95.
Einar W. Sissener, Chairman and Chief Executive Officer,
commented on the combination stating, "The objective of the
combination is to create an entity that will be in a stronger
position to compete on a worldwide basis in specialized human
pharmaceutical and animal health products. In addition, our goal
is to improve the Company's earnings base and earnings potential
while increasing possibilities to enhance shareholder value.
"Based on results from the first six months of 1994, the
A.L. Oslo businesses will add approximately $85 million in profit-
able revenue on an annual basis and will be additive to earnings in
1994 on a operating basis. A. L. Pharma's annualized revenue this
year will be over $450 million."
As disclosed in the proxy statement dated August 22, 1994, the
Company estimates it will incur and charge to earnings, as of the
date of the closing, non-operating transaction related expenses of
approximately $3.6 million after tax. In addition, the Company may
take a restructuring charge in the fourth quarter of 1994 in
connection with the combination.
<PAGE>
In accordance with the terms of the Restructuring Agreement,
the Company's Certificate of Incorporation has been amended,
concurrent with the closing, to increase the percentage of
Directors elected by the holders of the Class A stock from 25% to
33 l/3%. In connection with this change, the shareholders have
elected Mr. Peter G. Tombros as a Class A Director of the Company.
Mr. Tombros is President and Chief Executive Officer of Enzon
Inc., a developer and marketer of pharmaceutical products.
Previously, he held a number of senior management positions with
Pfizer, Inc. during his 26 year tenure. Mr. Tombros' election to
the Board will increase the number of Class A Directors to three,
and the total number of Directors to nine.
A. L. Laboratories was formed as a wholly-owned subsidiary of
A.L. Oslo in 1975. A.L. Industrier A.S (formerly known as
Apothekernes Laboratorium A.S) will continue to run the businesses
of A.L. Oslo that are not a part of this transaction and will
remain the Company's largest shareholder through ownership of all
of the Class B shares which represent approximately 38% of all
outstanding shares of the Company.
A.L. Pharma Inc. is a multinational pharmaceutical company
developing, manufacturing and marketing specialty generic and
proprietary human pharmaceuticals and animal health products with
plant sites in Arkansas, Illinois, Maryland, New Jersey, New York,
North Carolina, Washington State, Denmark, Norway and Indonesia.
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