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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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): November 15, 1995
DURAMED PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-15242 11-2590026
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7155 East Kemper Road, Cincinnati, Ohio 45249 (513) 731-9900
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(Address and telephone number, including area code, of principal
executive offices)
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INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from this Report.
Item 5. Other Events
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The Company's press release dated November 15, 1995 is
attached as Exhibit 99 hereto and is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibit is filed with this Report on
Form 8-K:
Regulation S-K
Exhibit No. Exhibit
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99 Press release dated
November 15, 1995
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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.
Date: November 15, 1995 DURAMED PHARMACEUTICALS, INC.
By /s/ Timothy J. Holt
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Timothy J. Holt
Vice President-Finance
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Exhibit 99
PRESS RELEASE
DURAMED PHARMACEUTICALS COMPLETES FIRST STAGE
OF PRIVATE PLACEMENT OFFERING
CINCINNATI -- E. Thomas Arington, Chairman and CEO of Duramed Pharmaceuticals,
Inc., today announced the Company reached agreement and closed on the issuance
of $10 million of Series C Convertible Preferred Stock. This represents the
first stage of a planned $25 million private placement offering. Commitments
for the second stage are being finalized and closing is anticipated within 90
days, subject to approval by the Company's stockholders and effectiveness of a
registration statement.
"The proceeds from this offering will go toward pre-launch expenses
related to conjugated estrogens, new product development and capital
expenditures required by our business plan," Arington said.
The Series C Preferred Shares are convertible at the option of the
holders at 15% below the average closing price of the common shares of the
Company over the 10-day trading period ending two days prior to the date of
conversion (the "conversion price") as follows: Up to half of the preferred
shares will be convertible on or after 90 days from the closing date (assumed
for both stages to be November 14, 1995). The remaining half of the preferred
shares will be convertible on or after 120 days from the closing date.
The conversion price of the preferred shares may not be less than
$7.50 per share, nor more than $20.00 per share. The preferred shares will pay
a dividend of 8% annually, payable quarterly in arrears, on all unconverted
preferred shares. Any preferred shares remaining outstanding on November 14,
1997 will automatically be converted into common shares on such date.
Duramed Pharmaceuticals manufactures and markets a line of
prescription generic drug products in tablet, capsule and liquid forms to
customers throughout the United States. Headquartered in Cincinnati, Duramed
is traded on the NASDAQ exchange under the symbol DRMD.
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