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Registration No. 333-13729
Rule 424(b)(3)
First Supplement to Prospectus
dated November 7, 1996
The following information amends and supplements the information set forth
in the Prospectus of Roberts Pharmaceutical Corporation dated November 7, 1996.
Capitalized terms used herein, unless otherwise defined, have the meanings
ascribed to them in the Prospectus.
ADOPTION OF RIGHTS PLAN
General The Board of Directors of Roberts Pharmaceutical Corporation (the
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"Company") has declared a dividend distribution of one Right for each
outstanding share of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), to shareholders of record at the close of business on February
6, 1997. Each Right entitles the registered holder to purchase from the Company
for $80 (the "Purchase Price") one one-hundredth of a share of Class B - Series
A Junior Participating Preferred Stock, par value $.10 per share (the "Preferred
Stock") with economic terms similar to that of one share of Common Stock. The
description and terms of the Rights will be forth in a Rights Agreement (the
"Rights Agreement") between the Company and an institution to be selected by the
Company as Rights Agent.
Rights Certificate; Distribution Date Initially, the Rights will be
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attached to all Common Stock of the Company then outstanding, and no separate
Rights Certificates will be distributed. Except as described below, the Rights
will separate from the Common Stock and a Distribution Date will occur upon the
earliest of any of the following events:
(i) 10 business days following a public announcement that a person or
group of affiliated or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the shares of Common Stock then
outstanding (an "Acquiring Person");
(ii) 10 business days following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 15% or
more of the outstanding shares of Common Stock (or such later date as may be
determined by the Board of Directors prior to any person becoming an Acquiring
Person);
(iii) 10 business days after a person or group of affiliated or associated
persons (other than an Acquiring Person) which is the beneficial owner of 15% or
more of the outstanding Common Stock has engaged in certain self-dealing
transactions with the Company as described below (a "Subject Person").
Neither the acquisition of Common Stock by Yamanouchi Pharmaceutical Co.,
Ltd.
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or its affiliates or associates ("Yamanouchi") nor a tender offer for all of the
outstanding shares of Common Stock by Yamanouchi will result in the occurrence
of a Distribution Date or cause Yamanouchi to be an Acquiring Person, provided
that at all times after the date of the Rights Agreement, Yamanouchi (i) remains
the beneficial owner of not less than 15% of the outstanding Common Stock on a
fully diluted basis and (ii) does not (except pursuant to a tender offer for all
of the outstanding Common Stock) acquire Common Stock if after such acquisition
it would be the beneficial owner of more than 30% of the outstanding Common
Stock.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after February 6, 1997
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. Pursuant to the Rights Agreement,
the Company reserves the right to require that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
Exercise of Rights The Rights are not exercisable until the Distribution
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Date and will expire at the close of business on December 16, 2006, unless they
are earlier redeemed by the Company or expire in accordance with other
provisions of the Rights Agreement as described below.
Flip-In Events In the event that, at any time following the Distribution
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Date, (i) a Person becomes an Acquiring Person or (ii) a holder of 15% or more
of the outstanding Common Stock (other than an Acquiring Person) engages in
certain self dealing transactions (as described below), each holder of a Right
will thereafter have the right to receive, upon exercise, a number of shares of
Common Stock (or in certain instances, cash, properties or other securities of
the Company) having a then current market value of twice the Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of any of the
events described in (i) and (ii) above ("Flip-In Events"), all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or a Subject Person will be null and
void.
For example, at a Purchase Price of $80 per Right, each Right not owned by
an Acquiring Person or by a Subject Person (or by certain related parties)
following a Flip-In Event would entitle its holder to purchase $160 worth of
Common Stock (or other consideration, as noted above) for $80. Assuming that
the Common Stock had a per share value of $16 at such time, the holder of each
valid Right would be entitled to purchase 10 shares of Common Stock for $80.
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The self dealing transactions which will result in the occurrence of a
Flip-In Event if engaged by a beneficial owner (other than an Acquiring Person)
of more than 15% of the outstanding Common Stock (a "15% Shareholder") or its
affiliates or associates include: (i) certain transfers of assets to the Company
or its subsidiaries in exchange for capital stock or securities convertible into
capital stock of the Company or its subsidiaries, (ii) certain other
acquisitions of capital stock or securities convertible into capital stock of
the Company or its subsidiaries, (iii) sales, purchases, leases, exchanges,
mortgages or transfers of assets, including securities, on terms less favorable
to the Company than the Company would be able to obtain in arm's-length
negotiation with an unaffiliated third party, (iv) the receipt of compensation
from the Company other than compensation which is consistent with past practice
or approved by a majority of the members of the Compensation Committee of the
Company's Board of Directors who are not such 15% Shareholder or
representatives, nominees, affiliates or associates of such 15% Shareholder, (v)
the receipt of the benefits of any loans, advances, guarantees or other
financial assistance or any tax credits or other tax advantages provided by the
Company, (vi) a reorganization or recapitalization of the Company in which the
shares of Common Stock owned by such 15% Shareholder or its affiliates or
associates are treated differently than the other outstanding shares of Common
Stock, or (vii) a merger with or into the Company in a transaction in which the
Company is the surviving entity, unless any such transaction described in (i)
through (vii) is approved prior to the consummation thereof by a majority of the
members of the Board of Directors who are not such 15% Shareholder or
representatives, nominees, affiliates or associates of such 15% Shareholder.
Flip-Over Events In the event that (i) the Company is acquired in a merger
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or consolidation in which the Company is not the surviving corporation, (ii) the
Company is the surviving corporation of a merger or consolidation in which all
or a part of the outstanding shares of Common Stock are converted into or
exchanged for stock or securities of another entity or cash, (iii) a corporation
shall acquire, pursuant to a plan of exchange (other than a tender offer for all
of the outstanding shares of Common Stock which is not the subject of
shareholder approval), all of the outstanding Common Stock, or (iv) more than
50% of the Company's assets, cash flow or earning power is sold or transferred
(events (i), (ii), (iii) and (iv) are referred to as "Flip-Over Events" and
together with Flip-In Events, the "Triggering Events") each holder of a Right
which has not yet been exercised (except Rights which previously have been
voided as described above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right.
Exchange Provisions After any Person becomes an Acquiring Person or a
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Subject Person, the Board of Directors (by action of a majority of directors who
are not representatives, nominees, affiliates or associates of the Acquiring
Person), may determine to exchange for any or all Rights (other than Rights held
by the Acquiring Person or Subject Person and certain transferees) Preferred
Stock at an exchange ratio of 1/100th of a share of Preferred Stock per Right.
Such exchange shall be on a pro rata basis if less than all Rights are to be
exchanged.
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Anti-Dilution Provisions The Purchase Price payable, and the number of one
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one-hundredths of a share of Preferred Stock or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock, or (iii) upon the distribution to holders
of the Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price.
Redemption of the Rights The Company may, at its option, at any time prior
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to the earlier of the first occurrence of a Triggering Event or December 16,
2006, redeem the Rights in whole, but not in part, at a price of $.01 per Right
(payable in cash, Common Stock or other consideration deemed appropriate by the
Board of Directors). Any decision to redeem the Rights must be approved by a
majority of directors who are not a 15% Shareholder or representatives, nominees
or affiliates of a 15% Shareholder. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 redemption
price.
No Rights as Shareholders Until a Right is exercised, the holder thereof,
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as such, will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
Taxes While the distribution of the Rights will not be taxable to
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shareholders or to the Company, shareholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock of the Company (or for other consideration) or for
common stock of an acquiring company as set forth above.
Amendment of Terms of Rights The Company may from time to time, with the
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approval of a majority of the members of the Board of Directors who are not 15%
Shareholders or representatives, nominees or affiliates of any 15% Shareholder,
amend the Rights Agreement to cure any ambiguity or inconsistency or to make any
other provisions with respect to the Rights which the Company may deem necessary
or desirable. After the occurrence of a Flip-In Event, the Rights Agreement may
not be amended in any manner which would adversely affect the interests of the
holders of the Rights. At any time prior to such time as a person becomes an
Acquiring Person, the Company may lower the 15% threshold used to determine the
existence of an Acquiring Person, but in no event lower than the greater of (a)
the percentage of Common Stock owned by the holder of the greatest number of
outstanding shares of Common Stock (other than Yamanouchi) plus, 001% or (b)
10%.
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PLAN OF DISTRIBUTION
The Company has been advised that in addition to the transactions described
under the caption "Plan of Distribution" in the Prospectus, certain Selling
Shareholders may pledge shares of Common Stock to brokers and/or dealers and
such brokers and/or dealers may resell the shares of Common Stock in privately
negotiated transactions, transactions on the Nasdaq National Market System or
otherwise.
December 20, 1996
