<PAGE> 1
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) May 19, 1998
JONES PHARMA INCORPORATED
--------------------------------------------------
(Exact name of Registrant as Specified in Charter)
DELAWARE 0-15098 43-1229854
------------ ----------- ----------------
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
1945 Craig Road, St. Louis, Missouri 63146
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-576-6100
Jones Medical Industries, Inc.
----------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS
At its Annual Meeting of Shareholders held on May 19, 1998, the shareholders of
the Registrant approved a change in the Registrant's corporate name to Jones
Pharma Incorporated. An amendment to the Registrant's Restated Certificate of
Incorporation reflecting the change of name was filed with the Secretary of
State of Delaware on May 20, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
3(i) Certificate of Amendment to Restated Certificate of
Incorporation, as filed in Delaware on May 20, 1998.
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 PHARMA INCORPORATED
May 20, 1998 By /s/ Dennis M. Jones
-----------------------
Dennis M. Jones
President
<PAGE> 1
EXHIBIT 3(i)
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
JONES MEDICAL INDUSTRIES, INC.
JONES MEDICAL INDUSTRIES, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That by unanimous consent of the Board of Directors of Jones
Medical Industries, Inc. resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and directing that the proposed amendment be
considered at the annual meeting of the stockholders of said corporation. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "ONE" so that, as
amended, said Article shall be and read as follows:
"The name of the corporation is JONES PHARMA INCORPORATED."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the said corporation shall not be reduced
under or by reason of said amendment.
IN WITNESS WHEREOF, said Jones Medical Industries, Inc. has caused this
Certificate to be signed by Dennis M. Jones, its President, and Judith A. Jones,
its Secretary, this 19th day of May, 1998.
By: s/Dennis M. Jones
-----------------------
President
Attest: s/Judith A. Jones
-----------------------
Secretary
