SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
________________
Date of Report (Date of earliest event reported):
February 10, 1997
Alpharma Inc.
_____________________
(Exact name of registrant as specified in its charter)
Delaware 1-8593 22-2095212
________ ______ __________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
One Executive Drive, Fort Lee, New Jersey 07024
___________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(201) 947-7774
_____________________
Not Applicable
________________________________________________
(Former name or former address, if changed since
last report)
Item 5. Other Events
On February 10, 1997, the registrant issued a Press
Release announcing the execution of a subscription agreement
under which A. L. Industrier AS will purchase 1,273,438
newly issued shares of Class B Common Stock and an intention
to issue to all holders of Class A Common Stock certain
special rights to purchase shares of Class A Common Stock.
Attached as Exhibits to this report are the Press Release
and the Stock Subscription Agreement referred to in the
Press Release.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10. Stock Subscription and Purchase Agreement dated
February 10, 1997, between the Company and A.L.
Industrier AS.
28. Press Release Dated February 10, 1997
Item 9. Sales of Equity Securities Pursuant to
Regulation S
On February 10, 1997 the registrant entered into the
subscription agreement referred to in Item 5 above for the
issuance to A. L. Industrier AS, a Norwegian corporation
with its principal offices in Oslo, Norway, 1,273,438 newly
issued shares of the registrant's Class B Common Stock. The
offer and sale of such shares is exempt from registration
under the Securities Act of 1933 under Regulation S adopted
pursuant to such Act. The shares of Class B Common Stock
are convertible on a share for share basis into shares of
the registrant's Class A Common Stock. The issuance of the
shares is expected to be completed in the second half of
1997. Consideration for the Class B Common Stock is
$20,807,976.92 payable in cash. No underwriter was involved
in connection with the transaction.
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.
Alpharma Inc.
_________________
Registrant
By:
___________________________
Jeffrey E. Smith
Vice President, Finance and
Chief Financial Officer
Dated: February 19, 1997
EXHIBIT 10
Execution Counterpart
STOCK SUBSCRIPTION AND PURCHASE AGREEMENT
Stock Subscription and Purchase Agreement dated
February 10, 1997 by and between Alpharma Inc., a Delaware
corporation, ("Alpharma") and A. L. Industrier AS, a
Norwegian corporation, ("Industrier").
WHEREAS Alpharma currently has two classes of
authorized and common stock, ("Common Stock") consisting of
Class A Common Stock, $.20 par value per share, (of which
13,813,516 shares are currently outstanding) (the "Class A
Stock") and Class B Common Stock, $.20 par value per share,
(of which 8,226,562 shares are currently outstanding) (the
"Class B Stock"); and
WHEREAS Industrier owns all of the outstanding Class B
Stock through its wholly-owned subsidiary, Wangs Fabrik AS
("Wangs"); and
WHEREAS Alpharma desires to increase its equity base
through the issuance of additional shares of Common Stock
and the Board of Directors of Alpharma has approved the
issuance of additional shares of Class B Stock to Industrier
(or Wangs) on the terms set forth herein, including the
issuance of rights to purchase additional Class A Stock to
each holder of Class A Stock as provided in section 5 hereof
(the "Rights"); and
WHEREAS Industrier has agreed to make an additional
investment in Alpharma by subscribing for and purchasing
newly issued shares of Class B Stock on the terms set forth
herein;
NOW THEREFORE the parties agree as follows:
1. Subscription for Class B Stock. Industrier
hereby irrevocably subscribes for and agrees to purchase
from Alpharma, and Alpharma hereby agrees to issue and sell
to Industrier (or if designated by Industrier, Wangs),
1,273,438 shares of Class B Stock (the "New B Shares") for a
subscription price per share of $16.34 being an aggregate
subscription consideration of $20,807,976.92 (the
"Subscription Consideration").
2. Payment of Subscription Consideration and
Issuance of New B. Shares. Industrier shall pay the
Subscription Consideration by wire transfer to Alpharma's
account at such bank as Alpharma may designate in United
States funds on the date on which the Rights shall expire
(the "Payment Date"). Upon receipt of the Subscription
Consideration, Alpharma shall issue the New B Shares duly
registered in the name of Industrier (or Wangs) and shall
deliver to Industrier (or Wangs) a validly executed
certificate evidencing the New B Shares. Such certificate
may contain appropriate legends to reflect applicable
securities law limitations and the existing Control
Agreement, as amended, between Industrier and Alpharma.
3. Conditions to Purchase of Class B Stock.
a. The obligation of Industrier to purchase
the New B Shares as herein provided is subject only to the
condition (which may be waived by Industrier) that
Industrier shall receive a written legal opinion of Kirkland
& Ellis dated as of the Payment Date stating that the New B
Shares have been properly authorized and constitute duly
issued and outstanding shares of Class B Stock with the
rights, privileges and limitations set forth in Alpharma's
Certificate of Incorporation, as amended;
b. The obligation of Alpharma to issue the New
B Shares as herein provided is subject only to the
conditions (which may be waived by Alpharma) that (i) the
Rights shall have been issued to holders of Class A Stock
prior to the Payment Date, (ii) the issuance of the New B
Shares shall have complied in all material respects with the
Bylaws and Certificate of Incorporation, as amended, of
Alpharma, the Delaware General Corporation Law and United
States securities laws, and (iii) the shares of Class A
stock issuable upon exercise of the Rights shall have been
approved for listing, on a when-issued basis, on the New
York Stock Exchange. Alpharma will use its reasonable best
efforts to cause all conditions in this paragraph b. to be
fulfilled.
c. Industrier has received all information
which it has requested regarding financial, operational,
personnel and other developments relating to Alpharma,
including copies of Alpharma's report on form 10-K for 1995
and its reports on form 10-Q for the fiscal quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996 and
information regarding Alpharma's preliminary operating
results for the fiscal quarter and year ended December 31,
1996, the impact of Alpharma's operating results on its
existing credit agreements and its recent discussions
regarding possible acquisitions and other corporate
developments. Industrier acknowledges that its subscription
for New B Shares hereunder is unconditional and irrevocable
(except as provided in section 3(a) above) and shall not be
affected in any way by any financial, operational, personnel
or other development (whether favorable or unfavorable)
affecting or threatening to affect Alpharma. Industrier
further acknowledges that certain information provided to
Industrier regarding Alpharma is confidential and that
through certain common officers and/or directors Industrier
has received or may in the future receive confidential
information relating to Alpharma, and Industrier hereby
agrees to keep all such information confidential and to use
reasonable effort to cause each officer, director and
employee of Industrier to keep such information
confidential.
4. Representations and Warranties
a. Industrier hereby represents and warrants
to Alpharma that (i) this agreement has been duly
authorized, executed and delivered on behalf of Industrier
and is a valid and binding agreement of Industrier,
enforceable in accordance with its terms, and (ii)
Industrier (or Wangs) will acquire the New B Shares for
investment and without any intent to distribute or resell
any of such shares
b. Alpharma hereby represents and warrants to
Industrier that (i) this agreement has been duly authorized,
executed and delivered on behalf of Alpharma and is a valid
and binding agreement of Alpharma, enforceable in accordance
with its terms; (ii) the New B Shares have been duly
authorized and, when issued to Industrier as herein
provided, will be validly issued and the issuance thereof
will not violate any preemptive right of any holder of Class
A Stock or Class B Stock; (iii) the execution and delivery
of this agreement by Alpharma and its performance of its
obligations hereunder will not breach, violate or cause a
default under any agreement or commitment binding on
Alpharma or Alpharma's Bylaws or Certificate of
Incorporation as amended; and (iv) the New B Shares will be
entitled and subject to the rights, privileges and
limitations set forth in Alpharma's Certificate of
Incorporation, as amended.
5. Rights Issuance. Industrier acknowledges that
Alpharma intends to distribute to the holders of its
outstanding Class A Stock on or about April 15, 1997 certain
transferable Rights entitling such holders to purchase
shares of Class A Stock at $16.34 per share on or before
November 30, 1997. Each holder will receive the right to
purchase approximately .16 share of Class A Stock for each
share of Class A Stock held by such holder on the record
date for such distribution. The Rights and the Class A
Stock issuable on exercise thereof are required to be
registered under the Securities Act of 1933 and are intended
to be listed for trading on the New York Stock Exchange.
Alpharma intends to take such actions as are appropriate to
effect such registration and listing and may make such
changes in the terms of the Rights as the Board of Directors
determines are appropriate to effect such registration and
listing, comply with applicable law and otherwise carry out
the intent and purpose of such Rights distribution.
Industrier agrees to the issuance of such Rights and hereby
waives any right to receive Rights or any similar right to
purchase Common Stock of the Company which it may have under
Alpharma's Certificate of Incorporation as a result of the
Rights distribution provided for herein.
6. Registration Rights. Subject to the
aforementioned Control Agreement, Alpharma agrees that
Industrier (or Wangs) as holder of the New B Shares shall be
entitled to cause Alpharma at any time after the second
anniversary of the Payment Date to register under the
Securities Act of 1933, as amended, any of the Class B Stock
owned by Industrier or its subsidiaries (or any Class A
Stock) into which such Class B Stock is convertible. Such
registration rights shall be set forth in a mutually
agreeable registration rights agreement which provides for :
(i) up to three demand registrations of at least $30,000,000
of securities each; (ii) payment by Alpharma of all
reasonable expenses except underwriting commission; (iii)
Alpharma's right to defer registration for up to six months
for good corporate purposes; (iv) the selection of mutually
acceptable managing underwriters; (v) unlimited piggy-back
registration if acceptable to the managing underwriters and
not adverse to Alpharma's interest; (vi) non-transferability
of the registration rights and (vii) such other terms and
conditions as are customary in private placement
registration rights agreements. The registration rights
agreement shall be prepared and agreed to as promptly as
practicable.
7. Adjustments to Changes in Common Stock. If
prior to the Payment Date there occurs (or a record date is
established with respect to) a stock split, stock dividend,
recapitalization or other event affecting the Common Stock,
the New B Shares shall be adjusted in an equitable manner so
that Industrier shall be entitled to purchase on the Payment
Date the same number of New B Shares and/or other securities
as Industrier would have if it had purchased the New B
Shares immediately prior to the record date for such action
and the shares so purchased had been subject to such action.
8. Miscellaneous
a. No Third Party Beneficiaries. This
Agreement shall not confer any rights or remedies upon any
person other than the parties and their respective
successors and permitted assigns.
b. Entire Agreement. This Agreement
(including the documents referred to herein) constitutes the
entire agreement between the parties with respect to the New
B Shares and supersedes any prior understandings,
agreements, or representations by or among the Parties,
written or oral, to the extent they related in any way to
the subject matter hereof.
c. Succession and Assignment. This Agreement
shall be binding upon and inure to the benefit of the
parties named herein and their respective successors and
permitted assigns. Neither Party may assign either this
Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other
party; provided, however, that the Buyer may assign any or
all of its rights and interests (but not its obligations)
hereunder to Wangs.
d. Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute
one and the same instrument.
e. Governing Law. This Agreement shall be
governed by and construed in accordance with the domestic
laws of the State of Delaware without giving effect to any
choice or conflict of law provision or rule (whether of this
State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other
than the State of Delaware.
f. Amendments and Waivers. No amendment of
any provision of this Agreement shall be valid unless the
same shall be in writing and signed by each party hereto.
No waiver by any party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior
or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any
rights arising by virtue of any prior or subsequent such
occurrence.
* * *
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.
ALPHARMA INC.
By:
Its:
A. L. INDUSTRIER AS
By:
Its:
EXHIBIT 28
Fort Lee, NJ
February 10, 1997
ALPHARMA BOARD OF DIRECTORS ANNOUNCES NEW EQUITY OFFERING
Alpharma Will Issue Rights To Class "A"
Shareholders To Purchase Additional Shares At $16.34 Per
Share.
A. L. Industrier AS Commits To Purchase 1.3
Million Shares Of Alpharma Class "B" Common Stock At $16.34
Per Share; Proceeds to Alpharma Over $20 Million
Fort Lee, N.J_February 10, 1997_.Alpharma Inc. (NYSE:ALO)
today announced that its Board of Directors has approved
equity offerings to its Class A and B Common Stockholders.
The Alpharma Board has approved the distribution to its
Class A Common Stockholders of special rights (the "Rights")
to purchase for $16.34 per share approximately one share of
Class A Common Stock for every six shares of Class A Common
Stock held by such holders. If all rights are exercised,
the proceeds to the company, which will be used for general
corporate purposes, will be approximately $34 million.
Alpharma also announced that it has entered into an
irrevocable subscription agreement with its parent company
A. L. Industrier AS ("Industrier"), which beneficially owns
all of the Class B Common Stock, under which Industrier has
committed to purchase 1,273,438 newly issued shares of
Alpharma's Class B Common Stock at $16.34 per share, a 25%
premium over recent market prices. Total proceeds to
Alpharma Inc. of $20.8 million will be used for general
corporate purposes.
In approving these transactions, the Board of Directors
commented that the equity offering provides Alpharma with
additional financial flexibility and added, "The willingness
of Alpharma's parent company to purchase over $20 million of
new shares at a premium above recent market prices reflects
its confidence in the future of our business and the
strategies currently underway to improve our long term
competitive position and profitability."
The distribution of the Rights will be made with a
prospectus (subject to registration with the Securities and
Exchange Commission) which is expected to be completed in
April. The record date for determining the holders entitled
to receive the Rights will be set once the actual date of
distribution is determined. Although the details, terms and
conditions of the Rights have not been finalized, the Rights
will be in the nature of warrants, will be transferable, and
are expected to have a term of up to seven months.
Industrier's purchase of the Class B Common Stock will occur
upon termination of the Rights but is not conditioned upon
the exercise of any of the Rights.
Alpharma currently has 13,538,682 shares of Class A Common
Stock (listed on the New York Stock Exchange) and 8,226,562
shares of Class B Common Stock outstanding. Assuming the
Rights are fully exercised, the new equity issued will
maintain the current ownership percentages.
Alpharma also has certain outstanding warrants which are
listed on the New York Stock Exchange. These warrants
currently provide the right to purchase shares of Class A
Common Stock at $21.945 per share prior to January 3, 1999.
Upon issuance of the Rights, the exercise price of the
outstanding warrants and amount of shares purchasable
thereunder will be adjusted pursuant to the governing
warrant agreement.
The Company also stated that it expects to report its fourth
quarter and year-end 1996 results within the next several
weeks. As previously disclosed, the company expects to post
a loss from operations and that, to further improve its
competitive position, additional charges were taken during
the fourth quarter of 1996 as part of a reevaluation of its
business practices in its U.S. business units. As final
results are in the process of being compiled, the Company
indicated that previous estimates may not reflect the total
impact of these actions and that the resultant loss will be
somewhat higher than anticipated.
"With all of the actions we are taking, our goal is to
ensure that during 1997 we have the financial flexibility
and operational strength necessary to improve shareholder
returns and maximize our performance," said Einar W.
Sissener, Chairman of Alpharma Inc.
Alpharma Inc. (NYSE:ALO) is a multinational pharmaceutical
company which develops, manufactures and markets specialty
generic and propriety human pharmaceutical and animal health
products. Alpharma is the largest manufacturer of generic
liquid and topical pharmaceuticals in the U.S., has an
established and growing market position in finished
pharmaceuticals in Europe and the Far East, is a
manufacturer of important specialty antibiotics, and is
recognized worldwide as a leading provider of animal health
feed additives for poultry and livestock, and vaccines for
farmed fish.
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: Diane M. Cady
Vice President,
Investor Relations
(201) 947-7774
(800) 200-9159
