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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
ALPHARMA INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[ALPHARMA LOGO]
ALPHARMA INC.
ONE EXECUTIVE DRIVE
FORT LEE, NEW JERSEY 07024
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NOTICE OF SOLICITATION OF WRITTEN CONSENT
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To the Stockholders of ALPHARMA INC.:
NOTICE IS HEREBY GIVEN that the Board of Directors of Alpharma Inc., a
Delaware corporation (the "Company"), has determined that the written consent,
in lieu of a special meeting, of the holders of the capital stock of the Company
be solicited with respect to a proposal to approve an amendment to the Company's
Amended and Restated Certificate of Incorporation increasing the authorized
number of shares of Class A common stock, par value $.20 per share, from
50,000,000 shares to 65,000,000 shares and clarifying that sufficient shares of
Class A common stock must be reserved for issuance upon conversion of the
Company's Class B common stock, par value $.20 per share.
The Board of Directors has fixed the close of business on June 29, 2000 as
the record date for determining the stockholders entitled to notice of and to
consent to the written action by stockholders.
The proposed action requires the written consent of a majority of the votes
represented by holders of the outstanding shares of the Company's Class A common
stock and Class B common stock taken together. It is important that you please
complete, date, sign and return the enclosed consent card prior to August ,
2000. A return envelope is enclosed for your convenience which, if mailed in the
United States, requires no additional postage. In accordance with Section 228 of
the Delaware General Corporation Law, prompt notice of the taking of the action
will be given in writing to those stockholders who have not consented, once the
proposal is effective.
By order of the Board of Directors,
ROBERT F. WROBEL
Secretary
July , 2000
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[ALPHARMA LOGO]
ALPHARMA INC.
ONE EXECUTIVE DRIVE
FORT LEE, NEW JERSEY 07024
MAILING DATE
JULY , 2000
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PROXY STATEMENT
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This proxy statement (the "Proxy Statement") is furnished in connection
with the solicitation by the Board of Directors of Alpharma Inc., a Delaware
corporation (the "Company") of your approval, by written consent, of a proposal
to approve an amendment to the Company's Amended and Restated Certificate of
Incorporation increasing the authorized number of shares of Class A common
stock, par value $.20 per share, from 50,000,000 shares to 65,000,000 shares and
clarifying that sufficient shares of Class A common stock must be reserved for
issuance to holders of the Company's outstanding Class B common stock should
such holders exercise their presently existing conversion rights.
The cost of solicitation of the Company's stockholders will be paid by the
Company. Such cost will include the reimbursement of banks, brokerage firms,
nominees, fiduciaries and other custodians for expenses of forwarding
solicitation materials to beneficial owners of shares. In addition to the
solicitation of consents by use of mail, the directors, officers and employees
of the Company may solicit consents personally or by telephone, telegraph or
facsimile transmission. Such directors, officers and employees will not be
additionally compensated for such solicitation but may be reimbursed for
out-of-pocket expenses incurred in connection therewith.
RECORD DATE
The close of business on June 29, 2000 (the "Record Date") has been fixed
as the record date for determining holders of outstanding shares of the
Company's Class A Common Stock, par value $.20 per share (the "Class A Stock"),
and Class B Common Stock, par value $.20 per share (the "Class B Stock"),
entitled to notice of, and entitled to consent to, the matters set forth above.
As of the Record Date, 25,368,763 shares of Class A Stock and 9,500,000 shares
of Class B Stock were outstanding and entitled to vote.
REQUIRED VOTE
Votes Entitled to be Cast by Each Class of Stock. Except for the election
of directors and certain matters that require a class vote, the holders of the
Class A Stock and the holders of the Class B Stock vote together, with each
share of Class A Stock entitling the holder thereof to one vote and each share
of Class B Stock entitling the holder thereof to four votes.
Amendment of the Amended and Restated Certificate of
Incorporation. Approval of the proposal to amend the Amended and Restated
Certificate of Incorporation requires the written consent of a majority of the
votes that the holders of the outstanding shares of Class A Stock and Class B
Stock taken together are entitled to vote. The beneficial holder of all
outstanding shares of Class B common stock has advised the Company that it
intends to vote its shares in favor of the proposal. Accordingly, the proposal
will be approved and is expected to be effective as of July , 2000.
CONSENTS
Under the Company's Amended and Restated Bylaws and pursuant to applicable
Delaware law, any action which may be taken at any annual or special meeting of
the stockholders of the Company may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
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taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. The matter being considered by the stockholders is being submitted for
action by written consent, rather than by votes cast at a meeting. The text of
the proposed amendment to the Company's Amended and Restated Certificate of
Incorporation effecting an increase in the number of authorized shares of Class
A common stock is set forth in Appendix A hereto. The proposal will be deemed to
have been approved upon receipt by the Company of consent cards representing the
approval of a majority of the votes that the shares of Class A Stock and Class B
Stock issued and outstanding on the Record Date are entitled to vote, provided
that such approval is received on or prior to August , 2000 (the "Effective
Date"). Any consent cards executed and delivered by a stockholder may be revoked
by delivering written notice of such revocation prior to the Effective Date to
the Company at the following address: Alpharma Inc., One Executive Drive, Fort
Lee, New Jersey 07024, Attention: Chief Legal Officer. Consent cards may not be
revoked on or after the Effective Date. Furthermore, no appraisal or dissenters
rights apply to stockholders who do not approve the proposed amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
OWNERSHIP OF COMMON STOCK
The following table sets forth as of June 29, 2000 (unless otherwise noted)
certain information regarding the beneficial ownership of the Class A Stock and
the Class B Stock by (a) each person who is known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of either of such
classes, (b) each director of the Company and the executive officers named in
the Company's proxy statement for its 2000 annual meeting and (c) all directors
and executive officers of the Company as a group. Unless otherwise indicated,
each beneficial owner possesses sole voting and dispositive power with respect
to the shares listed in this table.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF PERCENT OF COMMON STOCK
BENEFICIAL CLASS (BOTH CLASSES)
TITLE OF CLASS OF STOCK NAME OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING OUTSTANDING
----------------------- ------------------------ ---------- ----------- --------------
<S> <C> <C> <C> <C>
Class B Common Stock A.L. Industrier AS(1)(2)(3) 9,500,000 100.00% 27.25%
Class A Common Stock A.L. Industrier AS(1)(2)(3) 0 * *
Class A Common Stock Putnam Investments, Inc.(4) 1,504,199 5.93 4.31
Class A Common Stock Morgan Stanley Dean Witter & Co.(5) 2,410,974 9.50 6.91
Class A Common Stock Einar W. Sissener(6)(7) 328,667 1.30 *
Class A Common Stock I. Roy Cohen(8) 23,044 * *
Class A Common Stock Thomas G. Gibian(8) 12,509 * *
Class A Common Stock Glen E. Hess(8) 14,842 * *
Class A Common Stock Erik G. Tandberg(8)(9) 10,234 * *
Class A Common Stock Peter G. Tombros(8) 10,818 * *
Class A Common Stock Erik Hornnaess(8) 11,667 * *
Class A Common Stock Oyvin A. Broymer(8) 11,000 * *
Class A Common Stock Ingrid Wiik(8)(9) 47,833 * *
Class A Common Stock Jeffrey E. Smith(8)(10) 102,357 * *
Class A Common Stock Thomas Anderson(8) 38,181 * *
Class A Common Stock Bruce I. Andrews(8) 45,765 * *
Class A Common Stock Gert W. Munthe(11) 66,977 * *
Class A Common Stock All directors and executive officers 966,006 3.76 2.77
as a group (20 persons)(7)(8)
</TABLE>
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* Indicates ownership of less than one %.
(1) The address of A.L. Industrier AS (formerly known as Apothekernes
Laboratorium A.S), a corporation organized and existing under the laws of
the Kingdom of Norway ("A.L. Industrier"), is Harbitzalleen 3, 0275 Oslo,
Norway.
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(2) The source of this information is Amendment No. 4 to the Schedule 13D,
dated December 8, 1998, filed with the Securities and Exchange Commission
(the "Commission") by A.L. Industrier. The shares reflected in the table
are held of record by A/S Wangs Fabrik, a wholly owned subsidiary of A.L.
Industrier, although A.L. Industrier retains full beneficial ownership of
these shares. A.L. Industrier has pledged approximately 50% of such shares
and 50% of a $67.85 million note (the "Industrier Note") of the Company
(convertible into 2,372,896 shares of Class B Stock) to a Norwegian bank as
collateral for borrowings made to fund the purchase of certain Class B
Stock in June of 1997 and the purchase of the Industrier Note in March of
1998.
(3) Shares of Class B Stock are convertible into an equal number of shares of
Class A Stock. If all shares of Class B Stock beneficially owned by A.L.
Industrier (excluding those issuable on conversions of the Industrier Note)
were converted as of June 29, 2000, A.L. Industrier would own approximately
27.25% of the then outstanding shares of Class A Stock.
(4) The source of this information is the Form 13F for the quarter ended March
31, 2000 filed with the Commission by Putnam Investments Inc. ("PII").
PII's Schedule 13G dated February 7, 2000 reported that investment advisors
and subsidiaries of PII have shared voting power and shared dispositive
power with respect to 19,101 shares and 1,403,199 shares, respectively, and
do not have sole voting power or sole dispositive power with respect to any
shares. PII declares that its filing of Schedule 13G shall not be an
admission of beneficial ownership by PII. The address of PII is One Post
Office Square, Boston, MA 02109.
(5) The source of this information is the Schedule 13G dated June 12, 2000
filed with the Commission by Morgan Stanley Dean Witter & Co. ("Morgan
Stanley"). Such Schedule 13G reported that Morgan Stanley holds shared
voting power as to 2,384,174 shares, and shared dispositive power as to
2,410,974 shares, and does not have sole voting or dispositive power as to
any shares. Morgan Stanley declared in its filing that the shares as held
in various accounts managed by Morgan Stanley and that no account holds
more than 5% of the Company's Class A Common Stock. The address of Morgan
Stanley is 1585 Broadway, New York, NY 10036.
(6) Beneficial ownership of the Company shares by A. L. Industrier is not
included. Mr. Sissener is Chairman of the Board of A.L. Industrier and
together with A/S Swekk (Mr. Sissener's family-controlled private holding
company) ("Swekk") and certain of his relatives beneficially owns 52.2% of
A.L. Industrier's outstanding ordinary shares entitled to vote and,
accordingly, may be deemed a controlling person of A.L. Industrier.
(7) Includes shares held by, Mr. Sissener, the estate of his wife, Swekk, and
EWS Stiftelse, a trust established for the benefit of members of the family
of Mr. Sissener.
(8) The shares reflected in the table include shares that the executive officer
or director has the right to acquire upon the exercise of stock options
granted under the Company's 1997 Incentive Stock Option Plan (the "Stock
Option Plan") or the Non-Employee Director Stock Option Plan which are
exercisable as of June 28, 2000 or within 60 days thereafter as follows:
Ms. Wiik -- 45,002 shares, Mr. Smith -- 81,500 shares, Mr.
Anderson -- 35,625 shares, Mr. Andrews -- 44,225 shares, Mr.
Munthe -- 25,000 shares, each of Messrs. Cohen, Gibian, Hess, Tandberg and
Tombros -- 10,000 shares, each of Mssrs. Broymer and Hornnaess -- 6,000
shares. All named executive officers and directors as a group -- 293,352
shares.
(9) Mr. Tandberg and Ms. Wiik also own 49 and 565 shares, respectively, of A.L.
Industrier.
(10) The Company has been advised by Mr. Smith that his wife or children own
5,350 of Mr. Smith's shares of Class A Stock but that he has voting power
over such shares.
(11) Includes 40,492 shares of Class A Stock held by Mr. Munthe's wife. Mr.
Munthe is a director of A.L. Industrier. The Company has been advised by
Mr. Munthe that the members of his immediate family own 20,500 A.L.
Industrier Shares which are included in the number of A.L. Industrier
Shares beneficially owned by Mr. Sissener (See footnote (7) above) and that
Mr. Munthe does not have any voting or dispositive power over such shares.
In addition, Mr. Munthe owns 100 shares of A.L. Industrier.
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PROPOSAL TO AMEND
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors of the Company has unanimously approved and submits
to stockholders for their approval an amendment to Article Fourth of the Amended
and Restated Certificate of Incorporation (the "Certificate") which would
increase the number of shares of Class A common stock, par value $.20 per share,
which the Company is authorized to issue from 50,000,000 shares to 65,000,000
shares. The full text of the proposed amendment to Article Fourth is set forth
in Appendix A hereto.
The Certificate currently provides for 65,500,000 shares of authorized
capital stock consisting of 50,000,000 shares of Class A Stock, 15,000,000
shares of Class B Stock and 500,000 shares of Preferred Stock. As of the Record
Date, there were 25,368,763 shares of Class A Stock, 9,500,000 shares of Class B
Stock and no shares of Preferred Stock outstanding. Each share of Class B Stock
is convertible at the option of the holder into one share of Class A Stock. In
addition, if all of the Company's outstanding convertible notes were converted
(and the shares of Class B Stock issuable upon conversion of the Industrier Note
were then converted to Class A Stock) and if all outstanding options to purchase
Class A Stock were exercised, an additional 14,638,781 shares of Class A Stock
would be outstanding. Shares of authorized Class A Stock issuable upon the
conversion of Class B Stock, the conversion of the notes and the exercise of
outstanding stock options have been reserved for these purposes. Only 492,456
non-reserved, authorized shares of Class A common stock remain available for
issuance.
The purpose of the amendment is to provide the Company the flexibility to
issue additional equity to pursue its objectives. The amendment is necessary
because, as described above, substantially all of the currently authorized Class
A Stock is either issued or reserved for issuance. The Company has recently
filed a shelf registration statement with respect to potential offerings from
time to time of up to $500,000,000 of debt or equity securities, which may
include shares of Class A Stock. In order to provide the Company with the
ability to effect offerings of Class A Stock under the shelf registration
statement, the increase in number of authorized shares contemplated by the
proposed amendment is required. Furthermore, these additional authorized shares
of Class A Stock may be necessary to carry out future stock dividends, stock
option grants and other transactions. The Company is not seeking to increase the
number of authorized shares of Class B Stock at this time.
The amendment would also clarify that sufficient shares of Class A Stock
must be reserved for issuance to holders of the Company's Class B Stock should
such holders exercise their presently existing conversion rights and that shares
of Class B Stock so converted revert to and become authorized but unissued
shares of Class B Stock.
Approval of the proposal to amend the Certificate requires the approval of
a majority of the votes cast by holders of the outstanding shares of Class A
Stock and Class B Stock taken together. A.L. Industrier, the beneficial holder
of all outstanding shares of Class B Stock, has advised the Company that it
intends to vote its shares in favor of the proposal. Accordingly, the proposal
will be approved and is expected to be effective as of August , 2000.
The Board of Directors recommends that the stockholders submit consents
approving the proposal.
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STOCKHOLDERS' PROPOSALS FOR THE 2000 ANNUAL MEETING
In order to be considered for inclusion in the proxy statement for the 2001
Annual meeting of Stockholders, stockholder proposals must be submitted to the
Company on or before December 20, 2000.
By order of the Board of Directors
ROBERT F. WROBEL
Secretary
ALPHARMA INC.
YOUR VOTE IS IMPORTANT
PLEASE PROMPTLY COMPLETE AND SIGN THE ENCLOSED
FORM OF CONSENT AND RETURN IT IN THE ENCLOSED ENVELOPE
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APPENDIX A
AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
ALPHARMA INC.
The first paragraph of Article Fourth is hereby amended and restated in its
entirety as follows:
FOURTH: The total number of shares which the Corporation shall have
authority to issue shall be 80,500,000 shares, divided into three classes,
namely: 500,000 shares of Preferred Stock of the par value of $1.00 per share;
65,000,000 shares of Class A Common Stock of the par value of $.20 per share and
15,000,000 shares of Class B Common Stock of the par value of $.20 per share.
There shall be reserved from the shares of Class A Common Stock so authorized a
number of shares equal to the number of shares of Class A Common Stock issuable
upon the conversion in accordance with the terms of this Certificate of
Incorporation of all then issued Class B Common Stock, and the shares of Class A
Common Stock so reserved shall be issued only pursuant to such conversion
rights. Upon the conversion of any shares of Class B Common Stock into Class A
Common Stock, the shares of Class B Common Stock surrendered for conversion
shall revert to and become authorized but unissued shares of Class B Common
Stock.
A-1
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ALPHARMA INC.
CONSENT CARD
Unless otherwise indicated below, the undersigned, being a stockholder of
record of shares of common stock of Alpharma Inc. (the "Corporation"), does
hereby consent in writing to the amendment and restatement of the first
paragraph of Article Fourth of the Amended and Restated Certificate of
Incorporation of Alpharma Inc. to read in its entirety as follows:
"FOURTH: The total number of shares which the Corporation shall have
authority to issue shall be 80,500,000 shares, divided into three
classes, namely: 500,000 shares of Preferred Stock of the par value of
$1.00 per share; 65,000,000 shares of Class A Common Stock of the par
value of $.20 per share and 15,000,000 shares of Class B Common Stock of
the par value of $.20 per share. There shall be reserved from the shares
of Class A Common Stock so authorized a number of shares equal to the
number of shares of Class A Common Stock issuable upon the conversion in
accordance with the terms of this Certificate of Incorporation of all
then issued Class B Common Stock, and the shares of Class A Common Stock
so reserved shall be issued only pursuant to such conversion rights.
Upon the conversion of any shares of Class B Common Stock into Class A
Common Stock, the shares of Class B Common Stock surrendered for
conversion shall revert to and become authorized but unissued shares of
Class B Common Stock."
<TABLE>
<S> <C> <C>
[ ] CONSENTS [ ] DOES NOT CONSENT [ ] ABSTAINS
</TABLE>
(continued on reverse side)
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PLEASE MARK, SIGN, DATE AND RETURN THIS CONSENT CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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-----------------------------------
Joint Owner signs (if applicable)
Date:
---------------------------------- , 2000
Please sign your name(s)
exactly as it (they) appear on your
stock certificates, in the case of
joint ownership, both owners must
sign. If no indication is made, the
consent will be counted as being in
favor of the proposal.
This written consent may be
signed in counterparts all of which
taken together shall constitute the
consent of a majority of the votes
that the holders of the issued and
outstanding shares of Class A
Common Stock and Class B Common
Stock of Alpharma Inc. taken
together are entitled to vote.
SHAREHOLDERS MAY ALSO WITHHOLD THEIR CONSENT BY NOT SIGNING AND NOT RETURNING
THIS CONSENT.
