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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): February 5, 1998
DURAMED PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15242 11-2590026
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7155 East Kemper Road, Cincinnati, Ohio 45249 (513) 731-9900
(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
The information set forth in the Press Release attached as
Exhibit 99 dated February 5, 1998, is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(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
99 Press Release
dated February 5, 1998
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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: February 5, 1998 DURAMED PHARMACEUTICALS, INC.
By /s/ Timothy J. Holt
---------------------------------
Timothy J. Holt
Senior Vice President-Finance and
Administration
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Exhibit 99
Duramed Pharmaceuticals, Inc. Completes $12 Million Private Placement
CINCINNATI, Feb. 5 /PRNewswire/ -- Duramed Pharmaceuticals, Inc.
(Nasdaq: DRMD) today announced the private placement of $12 million of Series F
Convertible Preferred Stock. The financing was managed by Shoreline Pacific,
Institutional Finance Division of Financial West Group.
"These funds will be used by Duramed to continue its product
development and capital expenditure programs, which are expected to contribute
to a return to profitability in the second half of 1998," said E. Thomas
Arington, Duramed Chairman and Chief Executive Officer.
One half of the preferred shares are convertible immediately with the
remaining half convertible after August 4, 1998. The conversion price for the
first half of the Series F Preferred Stock will be $7.30 per share for at least
the first six months. Thereafter, with respect to the second half of the Series
F Preferred Stock and any unconverted portion of the first half, the conversion
price will vary depending on the timing of conversions and the market price of
the common stock. The conversion price will range from a premium to the market
price, to a discount from the market price of the common stock.
The Preferred Stock will pay a dividend of 5% annually, payable
quarterly in arrears, on all unconverted Preferred Stock. Any of the Series F
Preferred Stock that remains outstanding will be redeemed automatically on
February 4, 2000.
At the closing of this transaction, Duramed had approximately 17.9
million common shares outstanding. Depending on the ultimate conversion price,
the number of common shares issued in satisfaction of conversion could range
from a low of 1,397,000 to a high of 3,582,000, with provision for cash
redemption of any remaining unconverted Series F Preferred Stock.
The Securities and Exchange Commission (SEC) encourages companies to
disclose forward-looking information so that investors can better understand a
company's future prospects and make informed investment decisions. Due to
changing market conditions, product competition, the nature of product
development and regulatory approval processes, the achievement of
forward-looking statements contained in this press release are subject to risks
and uncertainties. For further details and a discussion of these risks and
uncertainties, see Duramed's SEC filings, including its annual report on Form
10-K.
Duramed Pharmaceuticals currently develops, manufacturers and markets
prescription drug products. The Company's product development program is focused
on hormonal therapies and controlled release technology. The Company's common
stock is traded on Nasdaq under the symbol DRMD. Additional information on the
Company can be found on the World Wide Web at http://www.duramed.com.
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