<PAGE>
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): March 25, 1995
PHARMACEUTICAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY FILE NUMBER 1-10827 22-3122182
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
ONE RAM RIDGE ROAD, SPRING VALLEY, NEW YORK 10977
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (914) 425-7100
TOTAL NUMBER OF PAGES -- 7
EXHIBIT INDEX IS LOCATED ON PAGE 4
<PAGE>
ITEM 5. OTHER EVENTS.
- - ------ ------------
Stock Purchase Agreement.
-------------------------
On March 25, 1995, the Registrant entered into a Stock Purchase
Agreement (the "Agreement") with Clal Pharmaceutical Industries Ltd., an Israeli
corporation ("Clal"), as more fully described in a press release dated March
27, 1995, issued by the Registrant describing such transaction and certain
related matters, which is attached as Exhibit 10.1 hereto.
Rights Agreement.
-----------------
In connection with the execution and delivery of the Agreement, the
Registrant amended the Rights Agreement, dated August 6, 1991, between the
Registrant and Midlantic National Bank, N.A., as rights agent (the "Rights
Agent"), as amended (the "Rights Agreement"). The Amendment to the Rights
Agreement, dated March 24, 1995, between the Company and the Rights Agent
amended certain definitions in the Rights Agreement so that acquisitions of
Common Stock by Clal which are permitted under the Agreement will not cause a
distribution of rights certificates under the Rights Agreement. The Amendment
to the Rights Agreement is filed as an exhibit to the Registration of Securities
of Certain Successor Issuers on Form 8-B/A1, filed by the Registrant with the
Securities and Exchange Commission on April 5, 1995.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
- - ------ ---------------------------------
(c) Exhibits.
10.1 Press Release of the Registrant, dated March 27, 1995
-2-
<PAGE>
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 thereunto duly authorized.
PHARMACEUTICAL RESOURCES, INC.
------------------------------
(Registrant)
April 6, 1995 /s/Robert I. Edinger
------------------------------
Robert I. Edinger
Vice President and Chief Officer
-3-
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description Seq. Page No.
- - ------------- ----------- -------------
<C> <S> <C>
10.1 Press Release of the 5
Registrant, dated
March 27, 1995
</TABLE>
-4-
<PAGE>
EXHIBIT 10.1
NEWS
Contact for Pharmaceutical Resources, Inc.:
Robert I. Edinger Marcia Kean or
Vice President, Chief Douglas MacDougall
Financial Officer Feinstein Partners, Inc.
(914) 425-7100 (617) 577-8110
Contact for Clal Pharmaceutical Industries Ltd.:
Zeev Zehavi, President
(972) 35-26-3350 Tel Aviv, Israel
Contact for Clal Industries Ltd.:
Mony Ben-Dor, Vice President
(972) 35-26-3350 Tel Aviv, Israel
PHARMACEUTICAL RESOURCES, INC.
ANNOUNCES STRATEGIC ALLIANCE WITH
CLAL PHARMACEUTICAL INDUSTRIES LTD.
--ISRAELI MULTINATIONAL INVESTS $20 MILLION FOR 12% OF
U.S. GENERIC DRUG MANUFACTURER--
--INTERNATIONAL R&D JOINT VENTURE ESTABLISHED--
SPRING VALLEY, NEW YORK, MARCH 27, 1995--Pharmaceutical Resources,
Inc. (NYSE/PSE: PRX) announced today that it has formed an alliance with Clal
Pharmaceutical Industries Ltd. ("Clal") to develop, manufacture and distribute
generic pharmaceuticals worldwide. Under the agreement Clal agreed to purchase
2,027,272 shares of Pharmaceutical Resources common stock, representing 12% of
the Company's common stock for $20 million or $9.87 per share. Clal will also
be issued a three-year warrant to purchase up to approximately 914,000
additional shares of the Company's common stock at between $10 to $12 per share.
Clal Pharmaceutical Industries Ltd. is a subsidiary of Clal Industries Ltd., an
Israeli multinational corporation with over $3 billion in aggregate sales. The
Company will apply $7.35 million of the proceeds for investment in a research
and development joint venture with Clal and the balance of $12.65 million for
working capital and acquisitions. Clal will invest $7.65 million in the joint
venture.
The joint venture, to be located in Israel, will research and develop
generic pharmaceutical products. Both Clal and the Company will have certain
manufacturing, sales and distribution rights with respect to products developed
by the joint venture and by each other. In addition to the joint venture, the
Company will have the right to participate with Clal and its affiliates in
certain pharmaceutical acquisitions and transactions.
-5-
<PAGE>
Clal will initially have the right to designate one member to the
Company's board of directors and, depending on its stock ownership, an
additional member. Clal has agreed to limit its purchases of the Company's
common stock in the open market so that its total ownership cannot exceed 25%,
but Clal will have certain rights of first refusal to acquire stock or assets of
the Company in the event of, among other things, a sale of the Company or its
assets.
The completion of the transactions with Clal is subject to certain
conditions in the stock purchase agreement, including the obtaining of all
necessary government approvals. After the closing Clal will receive an
additional three-year warrant, subject to stockholder approval, entitling it to
purchase up to approximately 735,000 shares of the Company's common stock. All
warrants in this transaction are subject to early termination under certain
circumstances. The shares and the warrant issued at the closing, together with
the additional warrant, will allow Clal to purchase up to 19.9% of the Company's
common stock, after giving effect to this transaction.
"This alliance brings to Pharmaceutical Resources an abundance of
business opportunities including scientific and financial resources, which will
enhance and accelerate our product development," said Kenneth I. Sawyer, CEO and
President of Pharmaceutical Resources. "We gain wide-ranging scientific
capabilities, research and development facilities, and access to new sources of
raw materials. By combining Pharmaceutical Resources' U.S.-based manufacturing
capability and marketing with the global assets and business perspective of
Clal, we plan to establish a formidable presence in the worldwide generic
pharmaceutical market."
"We have chosen to invest in Pharmaceutical Resources because it is
one of the finest generic pharmaceutical manufacturers in the United States,"
said Zeev Zehavi, President of Clal Pharmaceutical Industries Ltd. "The
management team at Pharmaceutical Resources brings us expertise in
manufacturing, regulatory affairs, product development, and sales and marketing
that will be the keystone of our joint endeavor to build a worldwide generic
pharmaceutical company."
Clal Industries Ltd. is a subsidiary of one of the largest business
groups in Israel, Clal (Israel) Ltd. Clal Industries has over 30 active private
and public subsidiaries with over 15,000 employees. The Clal Industries
companies operate within six (6) centralized subsidiaries: Electronics;
Textiles; Foods; Cement and Petroleum; Metals, Rubber and Paper; and
Pharmaceuticals. Clal Pharmaceutical Industries Ltd. currently has interests in
FineTech, Ltd., a manufacturer of fine chemicals used in the formulation of
pharmaceutical products; and Bio-Dar, Ltd., a
-6-
<PAGE>
manufacturer of encapsulated vitamins, minerals and flavors with proprietary
technologies in sustained release drug delivery.
Pharmaceutical Resources, Inc. is a holding company with subsidiaries
that develop, manufacture and distribute a current line of 86 products. The
Company, with headquarters in Spring Valley, New York, manufactures generic
pharmaceuticals from facilities of more than 250,000 square feet.
# # #
-7-
