SEPRACOR INC /DE/
8-K, 1998-11-05
PHARMACEUTICAL PREPARATIONS
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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): October 30, 1998


                                  Sepracor Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                    Delaware
                 ----------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


        0-19410                                          22-2536587
- ------------------------                    ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)


111 Locke Drive
Marlborough, Massachusetts                                              01757
- ----------------------------------------                              ----------
(Address of Principal Executive Offices)                              (Zip Code)


                                 (508) 481-6700
               --------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

Item 5. Other Events.

     On October 30, 1998, Sepracor Inc. issued a press release announcing that
it has called for redemption on December 1, 1998 all of its 7% Convertible
Subordinated Debentures due December 1, 2002. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

         (c) Exhibits.

         See Exhibit Index attached hereto.




                                       -2-

<PAGE>

                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


Date: November 5, 1998                        SEPRACOR INC.


                                              By: /s/ Robert F. Scumaci
                                                  ------------------------------
                                                  Robert F. Scumaci
                                                  Senior Vice President, Finance
                                                  and Administration



                                       -3-

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number                 Description
- -------                -----------
<S>        <C>

 99.1      Press Release dated October 30, 1998.
</TABLE>

                                                                    Exhibit 99.1


                  SEPRACOR TO REDEEM 7% CONVERTIBLE DEBENTURES
                  --------------------------------------------

     MARLBOROUGH, Mass., Oct. 30/PRNewswire/ -- Sepracor Inc. (Nasdaq: SEPR -
news), today announced the call for redemption on December 1, 1998, of all of
its 7% Convertible Subordinated Debentures due December 1, 2002. Debentures in
an aggregate principal amount of $80,880,000 are currently outstanding.

     The redemption price of the Debentures is $1,035 per $1,000 principal
amount of the Debentures plus accrued and unpaid interest to the redemption
date, for a total of $1,070 for each $1,000 principal amount of Debentures.

     As an alternative to redemption, holders of the Debentures have the option
until 5:00 p.m. Eastern Standard Time on November 16, 1998, of converting their
Debentures into Sepracor Common Stock at a conversion price of $19.68 per share.
Each $1,000 principal amount of the Debentures will be convertible into 50.81
shares of Sepracor Common Stock. Cash will be paid in lieu of any fractional
shares of Sepracor Common Stock upon conversion. Based on the last reported sale
price of the Sepracor Common Stock on the Nasdaq National Market System on
October 29, 1998, the 50.81 shares have a current market value of approximately
$3,328.06, which substantially exceeds the redemption price.

     The details concerning terms and conditions of redemption or conversion are
fully described in a Notice of Redemption and Termination of Conversion Right to
be mailed to holders of the Debentures on October 30, 1998. Redemption and
conversion transactions will be handled by The Chase Manhattan Bank.

     To receive a copy of this release or any recent release via fax, call
Sepracor's automated news fax line at 1-800-758-5804 ext. 780960.


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