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):
June 27, 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 7. Financial Statements and Exhibits
(c) Exhibits
10. Amendment No. 1 to Stock Subscription and Purchase
Agreement dated June 26, 1997, between the Company and
A.L. Industrier AS.
Item 9. Sales of Equity Securities Pursuant to
Regulation S
On February 10, 1997, the Registrant entered into a Stock
Subscription and Purchase Agreement with A.L. Industrier AS,
a Norwegian corporation with its principal offices in Oslo,
Norway. A.L. Industrier AS is the beneficial owner of
8,226,562 shares of the Company's Class B Common Stock and
is able to control the Registrant through its ability to
elect more than a majority of the Board of Directors and to
cast a majority of the votes in any vote of the Registrant's
stockholders. The agreement provided for the sale of
1,273,438 newly issued shares of Class B Common Stock for
$16.34 per share. 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 agreement also provided for the issuance of rights to
the Class A shareholders to purchase one share of Class A
Common Stock for $16.34 per share for every six shares of
Class A Common held. The Class A rights distribution will be
made with a prospectus. The final details, terms and
conditions have not been finalized, however they are
expected to be transferable and have a term expiring on
November 25, 1997. The agreement required that the Class B
shares be purchased at the same time that the rights for the
Class A Common Stock would expire and total consideration
for the Class B Common Stock was agreed to be $20,807,977.
On June 26, 1997 the Registrant and A.L. Industrier entered
into Amendment No. 1 to the Subscription and Purchase
Agreement whereby A.L. Industrier agreed to purchase the
1,273,438 Class B shares on June 27, 1997. The amendment
provided that A.L. Industrier pay the original agreed
consideration and receive no later than November 30, 1997 an
early pay amount estimated to be approximately $428,227. The
early payment amount recognizes the benefit to the
Registrant in the A.L. Industrier purchase of the stock on
June 27, 1997 instead of November 25, 1997. The sale of
stock was completed for cash on June 27, 1997. 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: /s/ Jeffrey E. Smith
___________________________
Jeffrey E. Smith
Vice President, Finance and
Chief Financial Officer
Dated: July 3, 1997
EXECUTION COPY
AMENDMENT NO. 1 TO STOCK
SUBSCRIPTION AND PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") to the
Subscription and Purchase Agreement dated as of February 10,
1997, (the "Subscription Agreement") by and between Alpharma
Inc., a Delaware corporation ("Alpharma") and A.L.
Industrier AS, a Norwegian corporation ("Industrier") is
made by and between Alpharma and Industrier this ___ day of
June, 1997. Capitalized terms used but not otherwise
defined herein have the respective meanings accorded such
terms in the Subscription Agreement.
WHEREAS, Alpharma and Industrier wish to amend the
Subscription Agreement to provide for the purchase of the
New B Shares by Industrier on June 27, 1997, rather than on
the date which the Rights expire (the "Date Change") and to
make conforming changes to the Subscription Agreement to
provide for such Date Change;
WHEREAS, in connection with the Date Change and in
consideration for Industrier's agreement hereby to
effectuate the Date Change, Alpharma shall make a
compensating payment to Industrier;
NOW THEREFORE, in consideration of the premises and the
good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. The first sentence of Section 2 of the
Subscription Agreement is hereby deleted and replaced in its
entirety by:
"Industrier shall pay the
Subscription Consideration by wire
transfer in United States funds on or
before June 27, 1997 (the "Payment
Date") to Alpharma's account at such
bank as Alpharma may designate."
2. Section 3b of the Subscription Agreement is hereby
deleted and replaced in its entirety by:
"b. The obligation of Alpharma to issue
the New B Shares as herein provided is
subject only to the condition (which may be
waived by Alpharma) that 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.
Alpharma will use its reasonable best efforts
to cause the condition in this paragraph b.
to be fulfilled."
3. Section 5 of the Subscription Agreement is hereby
deleted and replaced in its entirety by:
"5. Rights Issuance. Industrier
acknowledges that Alpharma intends to
distribute to the holders of its outstanding
Class A Stock 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 such 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 may be listed for
trading on the New York Stock Exchange or
traded over the counter. Alpharma intends to
take such actions as are appropriate to
effect such registration, listing or trading
and may make such changes in the terms of the
Rights as the Board of Directors determines
are appropriate to effect such registration,
listing or trading, 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."
4. The following is hereby inserted as Section 6 to the
Subscription Agreement:
"6. Early Payment Amount. Subject to
the adjustment set forth herein, Alpharma
shall pay to Industrier on the earlier of
(a) November 30, 1997 or (b) the date that
the Rights expire (the "Reimbursement Date"),
the amount of $447,977 (the "Early Payment
Amount"). The Early Payment Amount shall be
increased by $3,950 for each day, if any,
that the Payment Date precedes June 27, 1997.
The Early Payment Amount shall be
(i) decreased by $3,950 for each day, if any,
that the Reimbursement Date precedes
November 30, 1997. (For example, if the
Payment Date is June 25, 1997 and the
Reimbursement Date is November 25, 1997, the
Early Payment Amount shall be $447,977 +
(2 days x $3,950) - (5 days x $3,950) =
$447,977 + $7,900 - $19,750 = $436,127); and
(ii) increased by $3,950 for each day, if
any, that the Reimbursement Date follows
November 30, 1997.
5. The following section references are hereby deleted and
replaced as follows:
a. The section heading "6" is
hereby deleted and replaced by
the heading "7."
b. The section heading "7" is hereby
deleted and replaced by the heading
"8."
c. The section heading "8" is hereby
deleted and replaced by the heading
"9."
Except as expressly set forth herein, no change is made
hereby to the terms and provisions of the Subscription Agreement
and as amended hereby the Subscription Agreement shall remain in
full force and effect.
* * * * *
IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed as of the date first written
above.
ALPHARMA INC.
By: ____________________
Its: ____________________
A.L. INDUSTRIER AS
By: ____________________
Its: ____________________
