JONES MEDICAL INDUSTRIES INC /DE/
8-K, 1996-03-08
PHARMACEUTICAL PREPARATIONS
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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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): March 7, 1996
                                      
                        JONES MEDICAL INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)
                                      

Delaware                          0-15098                  43-1229854
(State or other jurisdiction      (Commission              (IRS Employer
 of incorporation)                 File Number)            Identification No.)


1945 Craig Road, St. Louis, MO                                63146
(Address of principal executive offices)                      (Zip Code)

      Registrant's telephone number, including area code: (314) 576-6100


 ---------------------------------------------------------------------------
        (Former name or former address, if changed since last report)

                             ITEM 5. OTHER EVENTS

        On March 7, 1996, Jones Medical Industries, Inc. (the "Registrant")
announced an agreement to acquire the exclusive U.S. marketing rights to
Tapazole(R) (Methimazole, USP) from Eli Lilly and Company ("Lilly").


        Tapazole(R) is an anti-thyroid product, for the treatment of
hyperthyroidism (Graves Disease), with domestic sales in 1995 of approximately
$6.7 million. The agreement to acquire Tapazole(R) is conditioned upon
approval by Lilly's Board of Directors who are scheduled to meet later in
March. If the transaction is completed, Tapazole(R) will be the second sole
source pharmaceutical acquired by the Registrant from Lilly in the past seven
months.

        The agreement calls for the transfer of U.S. marketing rights from
Lilly to the Registrant by means of a perpetual exclusive license for a price
of $26 million payable in cash in three equal quarterly installments, the first
installment being due at closing. Under the terms of the agreement, Lilly would
continue to manufacture and supply Tapazole(R) pursuant to a 10-year
manufacturing agreement, which Lilly may terminate at any time after the first
five years by giving at least five years notice to the Registrant prior to 
ceasing the manufacture of Tapazole(R).





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In such event, Lilly would be required to provide reasonable assistance in
transferring applicable licenses and manufacturing processes to the Registrant
or another manufacturer.

                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          JONES MEDICAL INDUSTRIES, INC.



                                          By: /s/ Dennis M. Jones
                                              ------------------------------
                                              Name: Dennis M. Jones
                                              Title: President

Date: March 8, 1996


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