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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): July 30, 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
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On July 30, 1996, Jones Medical Industries, Inc. (the "Registrant")
announced the signing of a definitive agreement to acquire all the outstanding
shares of Daniels Pharmaceuticals, Inc. ("Daniels"), by way of a merger with
its parent entity, for approximately 3,000,000 shares of the Registrant's
common stock.
Daniels is a St. Petersburg, Florida based manufacturer of
prescription pharmaceutical products, the largest of which is Levoxyl, a
synthetic thyroid hormone for the treatment of hypothyroidism. Levoxyl is
reported to be the second most widely prescribed brand of levothyroxine in the
United States, within a $250 million growing market dominated by Knoll
Pharmaceutical Company's Synthroid. Daniels also manufactures a small line of
prescription pharmaceutical products marketed to veterinarians for the
treatment of disease in small animals.
Daniels was founded in 1979 to manufacture, market and distribute
pharmaceutical products for the veterinary market. In 1987, the company
expanded into manufacturing, marketing and distribution of pharmaceutical
products for the human market. The company has achieved significant increases
in sales and net income through the introduction of new products and the
expansion of their sales and marketing efforts on a national basis. Sales and
net income
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have increased from $9,987,140 and $1,500,395 for the fiscal year ended
September 30, 1993, respectively, to $16,520,849 and $3,029,648 for the fiscal
year ended September 30, 1995, respectively, representing a two year compounded
annual growth rate of approximately 29% in sales and 42% in net income.
The agreement provides for the closing of the transaction on or before
August 31, 1996, on a pooling-of-interests basis, subject to certain conditions
being met, including notification to the United States Federal Trade Commission
of the transaction in accordance with the provisions of the Hart-Scott-Rodino
Act and the clearance or expiration of applicable waiting periods.
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
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Name: Dennis M. Jones
Title: President
Date: July 31, 1996
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