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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 1, 2000
ALLERGAN, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10269 95-1622442
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2525 Dupont Drive,
Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 246-4500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On October 26, 2000, Allergan, Inc. (the "Company") entered into a
Purchase Agreement (a copy of which is attached hereto as Exhibit 1.1) with
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Purchaser"), pursuant to which the Company agreed to issue and sell and the
Purchaser agreed, subject to certain conditions, to purchase $575,270,000
aggregate principal amount at maturity of the Company's Liquid Yield Option(TM)
Notes due November 1, 2020 (Zero Coupon -- Subordinated) (the "LYONs") at an
initial offering price of $608.41 per $1,000 face amount of LYONs (the "Offering
Price") less underwriting discounts and commissions. Pursuant to the Purchase
Agreement, the Company also granted the Purchaser an option (the "Option") to
purchase all or any part of an additional $82,181,000 aggregate principal amount
at maturity of LYONs at the Offering Price less underwriting discounts and
commissions. The Purchaser subsequently indicated to the Company that it
intended to exercise the Option.
Accordingly, the issuance and sale of $657,451,000 aggregate principal
amount at maturity of LYONs, including LYONs sold pursuant to the Option, were
completed on November 1, 2000. The LYONs were issued pursuant to an Indenture
dated as of November 1, 2000 between the Company and U.S. Bank Trust National
Association, as trustee (a copy of which is attached hereto as Exhibit 4.1). The
Purchaser offered the LYONs for resale to certain qualified purchasers in
transactions not requiring registration under the Securities Act of 1933, as
amended, including pursuant to Rule 144A thereunder.
The Company and the Purchaser have also entered into a Registration
Rights Agreement (a copy of which is attached hereto as Exhibit 4.2) dated as of
November 1, 2000, pursuant to which the Company has agreed to file with the
Commission, within 90 days after November 1, 2000, and to use all reasonable
efforts to cause to become effective within 180 days of November 1, 2000, a
shelf registration statement with respect to the resale of the LYONs and the
Common Stock, par value $0.01 per share, of the Company issuable upon conversion
of the LYONs and to keep such registration statement effective until, at the
latest, two years from November 1, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) The following exhibits are filed with this report on Form 8-K:
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<CAPTION>
Exhibit No. Description
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<S> <C>
1.1 Purchase Agreement dated October 26, 2000, between the Company
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
4.1 Indenture dated as of November 1, 2000, between the Company and
U.S. Bank Trust National Association, as trustee.
4.2 Registration Rights Agreement dated November 1, 2000, between
the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated.
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SIGNATURE
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.
ALLERGAN, INC.
Date: November 1, 2000 By: /s/ FRANCIS R. TUNNEY, JR.
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Francis R. Tunney, Jr.
Corporate Vice President--
Administration, General
Counsel and Secretary
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1 Purchase Agreement dated October 26, 2000, between the Company
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
4.1 Indenture dated as of November 1, 2000, between the Company and
U.S. Trust Bank National Association, as trustee.
4.2 Registration Rights Agreement dated November 1, 2000, between the
Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
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