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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 23, 1999
ROBERTS PHARMACEUTICAL CORPORATION
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(exact name of registrant as specified in its charter)
New Jersey 1-1-432 22-2429994
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(State or other Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 732-676-1200
(Former name or former address, if changed from last report)
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Item 5. Other Events
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Roberts Pharmaceutical Corporation announced today that, in keeping with
its strategies to maximize profitability and enhance shareholder value, it has
purchased all rights from Bristol-Myers Squibb, including intellectual
properties, to Agrylin (R), a product currently marketed by Roberts as the only
FDA approved drug for thrombocythemia.
The transaction ends all of Roberts royalty obligations on Agrylin sales.
The transaction also involved a one-time cash payment of $35 million,
approximating one times estimated 1999 Agrylin sales and the Company expects to
save a substantially greater sum of money by eliminating the future stream of
royalty payments. Roberts stated that the transaction benefits its P&L due to
Agrylin's expected increase in gross profit margin by well over ten percentage
points, which, net of amortization and interest income effects, is expected to
be additive to earnings.
The Company further stated that their cash flow is strong enough to recoup
the cost of the Agrylin purchase within approximately the next eighteen months.
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.
ROBERTS PHARMACEUTICAL CORPORATION
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(Registrant)
Date: June 23, 1999 /s/ Anthony A. Rascio
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Anthony A. Rascio
Vice President
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-3-
FORWARD LOOKING STATEMENTS
Certain statements included in Item 5 of this form 8-K are intended to be,
and are hereby identified as, forward looking statements for purposes of the
safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended. The
Registrant cautions readers that forward looking statements, including, without
limitation, those relating to the Registrant's future business prospects,
revenues, cost of sales, intangible dispositions and write-offs, continuing
operations and discontinued operations, and liquidity and capital resources, are
subject to certain risks and uncertainties, including, without limitation, the
ability of the Registrant to secure regulatory approval in the United States and
in foreign jurisdictions for the Registrant's developmental pipeline drugs, the
efforts of the Registrant's competitors and the introduction of rival
pharmaceutical products which may prove to be more effective than the
Registrant's products, general market conditions, the availability of capital,
and the uncertainty over the future direction of the healtheare industry, that
could cause actual results to differ materially from those indicated in the
forward looking statements.
