<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 1997
Watson Pharmaceuticals, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-20045 95-3872914
---------------------------- ------------- -------------------
(State or other jurisdiction (Commission (I.R.S.Employer
of incorporation) File number) Identification No.)
311 Bonnie Circle
Corona, CA 91720
- ---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (909) 270-1400
-----------------------------------------------------------
Former name or former address, if changed since last report
<PAGE> 2
ITEM 2. Acquisition or Disposition of Assets.
On February 26, 1997, the stockholders of Oclassen Pharmaceuticals, Inc.
("Oclassen") voted to approve the Agreement and Plan of Merger dated September
25, 1996, as amended effective November 14, 1996 and as further amended
effective December 31, 1996 by and among Watson Pharmaceuticals, Inc. (the
"Registrant"), Opalacq Co., a wholly-owned subsidiary of the Registrant
("Opalacq") and Oclassen pursuant to which Opalacq was merged (the "Merger")
with and into Oclassen, with Oclassen being the surviving corporation in the
Merger. Immediately after the Merger, Oclassen became the wholly-owned
subsidiary of the Registrant.
Pursuant to the terms and conditions of the Merger Agreement, each share
of common stock, par value $.001 per share, of Oclassen was converted into the
right to receive .36975716 of a share of common stock, par value $.0033 per
share, of the Registrant (the "Registrant Common Stock"). On February 27, 1997,
3,323,862 shares of Registrant Common Stock were issued. With the future
conversion of all outstanding Oclassen options assumed in the Merger, an
additional 533,281 shares of Registrant Common Stock are expected to be issued
pursuant to the Merger. No shares of any other class of stock of Oclassen were
outstanding on the date of the merger.
Additional information with respect to the Merger is set forth in
Oclassen's Proxy Statement/Prospectus, dated February 6, 1997, which was
contained in the Registrant's Registration Statement on Form S-4 (Registration
No. 333-16275) Pre-Effective Amendment No. 3, as filed with the Securities and
Exchange Commission on February 6, 1997 and which is incorporated herein by
reference.
A copy of the joint press release of the Registrant and Oclassen dated
February 28, 1997 is attached hereto as Exhibit 99 and is hereby incorporated by
reference.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
1. Financial Statements of Oclassen Pharmaceuticals,
Inc. (audited) for the year ended December 31, 1995
(incorporated herein by reference to the Registrant's
Registration Statement on Form S-4 (Registration No.
333-16275) Pre-Effective Amendment No. 3, as filed
with the Securities and Exchange Commission on
February 6, 1997).
2. Financial Statements of Oclassen Pharmaceuticals, Inc.
(unaudited) for the nine months ended September 30, 1996
2
<PAGE> 3
(incorporated herein by reference to the Registrant's
Registration Statement on Form S-4 (Registration No.
333-16275) Pre-Effective Amendment No. 3, as filed with
the Securities and Exchange Commission on February 6,
1997).
(b) Pro Forma Financial Information.
Pro forma financial information with respect to Watson
Pharmaceuticals, Inc. and Oclassen Pharmaceuticals, Inc.
(incorporated herein by reference to the Registrant's
Registration Statement of Form S-4 (Registration No.
333-16275) Pre-Effective Amendment No. 3, as filed with the
Securities and Exchange Commission on February 6, 1997).
(c) Exhibits.
2 Agreement and Plan of Merger dated as of September 25, 1996,
as amended effective November 14, 1996 and as further amended
effective December 31, 1996 by and among the Registrant,
Oclassen and Opalacq (incorporated herein by reference to
Registrant's Current Report on Form 8-K dated October 3,
1996).
20 Proxy Statement/Prospectus of Oclassen and Registrant dated
February 6, 1997 (incorporated herein by reference to the
Registrant's Registration Statement on Form S-4
(Registration No. 333-16275) Pre-Effective Amendment No. 3,
as filed with the Securities and Exchange Commission on
February 6, 1997).
99 Joint Press Release of Watson Pharmaceuticals, Inc. and
Oclassen Pharmaceuticals, Inc. dated February 28, 1997
relating to the consummation of the Merger.
3
<PAGE> 4
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 thereunto duly authorized.
Dated: March 13, 1997 WATSON PHARMACEUTICALS, INC.
By: /s/ ALLEN CHAO PH.D.
-------------------------------------
Name: Allen Chao, Ph.D
Title: Chairman and Chief
Executive Officer
<PAGE> 5
INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document Page
- ------ ----------------------- ----
<S> <C> <C>
99 Joint Press Release of Watson Pharmaceuticals, Inc.
and Oclassen Pharmaceuticals, Inc. relating to the
consummation of the Merger.
</TABLE>
<PAGE> 1
EXHIBIT 99
WATSON PHARMACEUTICALS COMPLETES ACQUISITION
OF OCLASSEN PHARMACEUTICALS
Corona, CA--(February 28, 1997)--Watson Pharmaceuticals, Inc. (Nasdaq:
WATS) and Oclassen Pharmaceuticals, Inc. today announced that the stockholders
of Oclassen approved the merger of Watson Pharmaceuticals and Oclassen
Pharmaceuticals at the stockholders' meeting on February 26, 1997. The
transaction was consummated on Thursday, February 27, 1997, through the issuance
of 3,857,000 shares of Watson Pharmaceuticals common stock in exchange for all
of the outstanding capital stock of Oclassen and rights to acquire capital stock
of Oclassen, and will be accounted for as a "pooling of interests" and a
tax-free reorganization. Going forward, Oclassen will operate as a wholly-owned
subsidiary of Watson.
"The addition of Oclassen Pharmaceuticals expands our niche strategy into
the $2 billion Rx dermatology market," stated Dr. Allen Chao, Chairman and Chief
Executive Officer of Watson. "Oclassen's expertise in developing and bringing
proprietary dermatological products to market enhances our capabilities in
addressing this exciting pharmaceutical niche. Additionally, Oclassen's sales
force infrastructure is very valuable to Watson as we expand our branded
division and the sales and marketing staff to support these efforts."
Glenn A. Oclassen, Founder and Chairman of Oclassen Pharmaceuticals
stated, "We are very pleased to become a part of Watson, as their niche strategy
is very compatible with our focus on the dermatology market. We look forward to
building a leading business in dermatology by combining the strengths and
expertises of both companies."
The following important factors may affect both Watson's and Oclassen's
actual results and could cause such results to differ materially from
forward-looking statements made by, or on behalf of, Watson and/or Oclassen.
Such factors include, but are not limited to, changing market conditions, the
availability and cost of raw materials, the impact of competitive products and
pricing, the timely development, FDA approval and market acceptance of Watson's
and Oclassen's products and other risks detailed herein and from time to time in
Watson's Securities and Exchange Commission filings.
<PAGE> 2
Oclassen Pharmaceuticals, Inc., headquartered in San Rafael, CA, develops
and markets specialty pharmaceuticals for the prevention, diagnosis and
treatment of skin diseases.
Watson Pharmaceuticals, Inc., headquartered in Corona, CA, is engaged in
the manufacture and sale of off-patent medications and branded pharmaceutical
products.
