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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
ALPHARMA INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 22-2095212
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Executive Drive, Fort Lee, New Jersey 07024
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(Address of principal executive offices) (Zip Code)
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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. /X/
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
5-3/4% Convertible Subordinated New York Stock Exchange
Notes due 2005
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED:
The description of the Registrant's 5-3/4% Convertible
Subordinated Notes due 2005 (the "Notes"), as included under
the caption "Description of Notes" in the Prospectus forming
part of the Registrant's Registration Statement on Form S-3
(Registration No. 333-57501), filed with the Securities and
Exchange Commission (the "Commission") and declared effective
on August 21, 1998, including exhibits, and as may be
subsequently amended from time to time (the "Registration
Statement"), is hereby incorporated by reference. Capitalized
terms used herein and not otherwise defined have the meanings
assigned to them in the Registration Statement.
ITEM 2. EXHIBITS.
1.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of the Annual Report
on Form 10-K for fiscal year ended December 31, 1994).
1.2 Amended and Restated By-laws (incorporated by reference to
Exhibit 3.2 of the Annual Report on Form 10-K for fiscal year
ended December 31, 1994).
1.3 Form of Class A Stock Certificate (incorporated by reference
to Amendment No. 1 to the Registration Statement on Form S-2
(Registration No. 33-29005) filed with the Commission on June
15, 1989).
1.4 Indenture, dated as of March 30, 1998, by and among the
Registrant and First Union National Bank, as trustee, with
respect to the 5 3/4% Convertible Subordinated Notes due 2005
(incorporated by reference to Exhibit 4.1 of the March 30,
1998 Current Report on Form 8-K).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, 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
Name: Jeffrey E. Smith
Title: Vice President, Finance and
Chief Financial Officer
Date: October 12, 1998
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