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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALPHARMA INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2095212
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S EMPLOYER
IDENTIFICATION NO.)
ONE EXECUTIVE DRIVE, P.O. BOX 1399, FORT LEE, NEW JERSEY 07024
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Warrants to purchase Class A Common Stock New York Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
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(TITLE OF CLASS)
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(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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WARRANTS
General. Warrants to purchase 3,600,000 shares of the Registrant's
Class A Stock (the "Warrants") have been issued in registered form pursuant to
the terms of a warrant agreement (the "Warrant Agreement") dated October 3, 1994
between the Registrant and The First National Bank of Boston, as the warrant
agent (the "Warrant Agent"), a copy of which is filed as an exhibit to the
Annual Report on Form 10-K incorporated herein by reference. The statements
herein relating to the Warrants and the Warrant Agreement are summaries and are
subject to the detailed provisions of the Warrant Agreement, to which reference
is hereby made for a complete statement of those provisions. Whenever
particular provisions of the Warrant Agreement or terms defined therein are
referred to herein, those provisions or definitions are incorporated by
reference as part of the statements made, and the statements are qualified in
their entirety by that reference.
The Warrants represent securities issued by the Registrant in the
Registrant's acquisition of the pharmaceutical, animal health, aquatic animal
health and bulk antibiotic businesses of A.L. Industrier AS, a Norwegian
corporation ("A.L. Industrier") on October 3, 1994 (the "Combination
Transaction"). In the Combination Transaction, the Registrant issued warrants
to purchase an aggregate of 3,600,000 shares of Class A Stock (representing
approximately 16.6% of the total Common Stock outstanding as of May 31, 1995,
assuming all warrants had been exercised at such date) pursuant to the Warrant
Agreement. All of the warrants issued pursuant to the Warrant Agreement have
identical terms, except that the 1,894,755 warrants held by Einar W. Sissener
and A/S Swekk (the "Sissener Parties") (the "Sissener Warrants") are not
exercisable or transferable (except for certain permitted transfers) until
October 3, 1997.
Exercise of Warrants. Each Warrant entitles the registered holder
thereof to purchase one share of Class A Stock an initial exercise price of
$21.945 per share (the "Exercise Price"), subject to certain antidilution
adjustments. The Exercise Price is payable in cash only. The Warrants are
exercisable, at the holder's option, as a whole or from time to time in part at
any time, beginning after the date that the registration statement on Form S-3
becomes effective and ending at 5:00 p.m., New York City time, on January 3,
1999 (the "Expiration Date") in accordance with the terms of the Warrants and
the Warrant Agreement. The Registrant may at its option extend the Expiration
Date of the Warrants for such period as it may determine. However, so long as
the Sissener Parties own the Sissener Warrants, any such change in the terms of
the Warrants is subject to certain restrictions on transactions with interested
parties pursuant to the General Corporation Law of the State of Delaware.
Notice of such change in the Expiration Date will be given to the Warrant Agent
and the holders of the Warrants. The Registrant will not be required to issue
any fractional shares of Class A Stock or, under certain circumstances, any
fractional Warrants. Holders of Warrants will receive cash in lieu of any such
fractional shares or Warrants.
Certain Adjustments. No adjustment in the Exercise Price or the
number of Warrant Shares purchasable upon exercise of the Warrants will be made
for any cash dividends or distributions payable out of consolidated earnings or
earned surplus. The Exercise Price and the number of Warrant Shares purchasable
upon exercise of each Warrant are subject to adjustment upon (1) the payment of
a dividend by the Registrant on its shares of Class A Stock in shares of Class A
Stock or Class B Stock, (2) any subdivision, combination, or reclassification of
the Class A Stock, (3) any distribution by the Registrant generally to the
holders of the Class A Stock of certain rights, options, or warrants to
subscribe for or purchase shares of Class A Stock at a price per share lower
than the then current market price per share, or (4) any distribution by the
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Registrant generally to the holders of the Class A Stock of evidences of
indebtedness or assets (excluding certain cash dividends or distributions), or
other rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase Class A Stock. No adjustment
in the Exercise Price or the number of Warrant Shares purchasable upon exercise
of the Warrants will be required until cumulative adjustments would require a
change of at least 1% in the number of Warrant Shares purchasable upon exercise
of the Warrants. In lieu of adjusting the number of shares of Class A Stock
issuable upon exercise of each Warrant, the Registrant may elect to adjust the
number of outstanding Warrants.
Notwithstanding the foregoing, in case of a consolidation, merger,
sale or conveyance of the property of the Registrant as an entirety or
substantially as an entirety, the holder of each outstanding Warrant shall
continue to have the right to exercise the Warrant for the kind and amount of
shares and other securities and property receivable by a holder of the number of
shares of Class A Stock for which such Warrants were exercisable immediately
prior thereto.
Transferability. Any Warrant may be transferred, split up, combined
or exchanged for another Warrant or Warrants entitling the registered holder
thereof to purchase a like number of shares of Class A Stock as the Warrant
certificate or certificates surrendered. Certificates may be exchanged for
other certificates in different denominations representing Warrants to purchase
the same aggregate number of shares at any time.
No Rights as Holder of Class A Stock. No holder of Warrants shall be
entitled to vote or consent or receive dividends or be deemed for any other
purpose the holder of Class A Stock or of any other securities of the Registrant
that may at any time be issuable upon the exercise of the Warrants until the
Warrants are properly exercised as provided in the Warrant Agreement.
Certain Registration Rights. The Warrants were issued pursuant to
exemptions from the registration requirements of the Securities Act, in reliance
on Regulation S promulgated under, and Section 4(2) of, the Securities Act.
Pursuant to the Warrant Agreement, the Registrant is obligated to file with the
Commission and use its best efforts to cause the Registration Statement to
become effective by October 3, 1995. The Registrant is also obligated to use
its best efforts to keep the Registration Statement continuously effective from
the date on which it is declared effective by the Commission through the tenth
business day following the Expiration Date or in the case of any affiliate of
the Registrant, until the earlier of (x) such time as may be necessary to permit
sale of such affiliate's Warrant Shares or (y) the second anniversary of the
Expiration Date. Pursuant to the Warrant Agreement, the Registrant is obligated
to take all action necessary to list the Warrants and the Warrant Shares for
trading or quotation on the New York Stock Exchange or, if such listing is in
the opinion of the Registrant impracticable, on another national securities
exchange or an over-the-counter quotation system as the Registrant's Board of
Directors deems appropriate to facilitate the trading of the Warrants and the
Warrant Shares.
ITEM 2. EXHIBITS.
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No. Description
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1. Amended and Restated Certificate of Incorporation of ALPHARMA INC., dated
September 15, 1995 and filed with the Secretary of State of Delaware on
September 15, 1995 (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-3 (File No. 33-60491) filed
September 21, 1995.
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2. Amended and Restated Bylaws of A.L. Pharma Inc., (predecessor name of the
Registrant) effective as of October 3, 1994 (Incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K (File No. 1-8593)
for the fiscal year ended December 31, 1994).(1)
3. Warrant Agreement (the "Warrant Agreement") dated October 3, 1994 between
the Registrant and the First National Bank of Boston, as Warrant Agent.
(Incorporated by reference to Exhibit 4.2 of the Registrant's Annual Report
on Form 10-K (File No. 1-8593) for the fiscal year ended December 31,
1994).(1)
4. Form of Warrant Certificate (included as Exhibit A to the Warrant
Agreement).(1)
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(1) Incorporated by reference to this exhibit number and filed with the
Registrant's Registration Statement on Form S-3 (File No. 33-60491) filed
September 21, 1995.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
ALPHARMA INC.
By: /s/ Jeffrey E. Smith
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Name: Jeffrey E. Smith
Title: Vice President, Finance and
Chief Financial Officer
Date: October 3, 1995
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