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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): January 15, 1999
Watson Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Nevada 0-20045 95-3872914
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
311 Bonnie Circle
Corona, CA 91720
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (909) 270-1400
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Former name or former address, if changed since last report
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ITEM 2. Acquisition or Disposition of Assets.
On January 14, 1999, the stockholders of TheraTech, Inc. ("TheraTech") approved
the Agreement and Plan of Merger dated as of October 23, 1998 (the "Merger
Agreement") among TheraTech, Watson Pharmaceuticals, Inc. (the "Registrant"),
and Jazz Merger Corp., a wholly owned subsidiary of the Registrant ("Merger
Sub"), providing for the merger of Merger Sub with and into TheraTech (the
"Merger"). On January 15, 1999, the Merger was consummated by the filing of a
certificate of merger in accordance with the laws of the State of Delaware and
the terms of the Merger Agreement. The holders of TheraTech common stock, $0.01
par value per share ("TheraTech Common Stock"), will receive shares of the
Registrant's common stock, $0.0033 par value per share ("Registrant Common
Stock"), plus cash in lieu of any fractional shares, in a transaction accounted
for as a pooling of interests for accounting purposes and as a tax-free
reorganization for federal income tax purposes.
Pursuant to the terms and conditions of the Merger Agreement, each share of
TheraTech Common Stock was converted into the right to receive 0.2663 of a share
(the "Exchange Ratio") of Registrant Common Stock. An aggregate of approximately
5,824,385 shares of Registrant Common Stock will be issued pursuant to the
Merger. Additionally, each outstanding option to purchase TheraTech Common Stock
has been converted into the right to purchase Registrant Common Stock, subject
to adjustment based upon the Exchange Ratio. Up to an additional 677,244 shares
of Registrant Common Stock may be issued upon exercise of such options. No
shares of any other class of stock of TheraTech were outstanding on the date of
the Merger.
Additional information with respect to the Merger is set forth in TheraTech's
Proxy Statement, dated December 7, 1998, which was contained in the Registrant's
Registration Statement on Form S-4 (Registration No. 333-68007) filed with the
Securities and Exchange Commission on November 25, 1998, which is incorporated
herein by reference.
A copy of the press release of the Registrant, dated January 15, 1999, is
attached hereto as Exhibit 99 and is hereby incorporated by reference.
ITEM 7. Exhibits.
(c) Exhibits.
2 Agreement and Plan of Merger dated as of October 23, 1998, by and among
the Registrant, TheraTech and Jazz Merger Corp. (incorporated herein by
reference to the Registrant's Registration Statement on Form S-4
(Registration No. 333 - 68007) filed with the Securities and Exchange
Commission on November 25, 1998).
99 Press release of Watson Pharmaceuticals, Inc. dated January 15, 1999.
2
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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 hereunto duly authorized.
Dated: January 29, 1999 WATSON PHARMACEUTICALS, INC.
By: /s/ ROBERT C. FUNSTEN
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Name: Robert C. Funsten
Title: Vice President, General Counsel
and Secretary
3
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WATSON PHARMACEUTICALS, INC.
EXHIBIT INDEX
FORM 8-K
<TABLE>
<CAPTION>
Exhibit
Number Description of Document Page
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<S> <C> <C>
2 Agreement and Plan of Merger dated as of October 23, 1998, by
and among the Registrant, TheraTech and Jazz Merger Corp.
(incorporated herein by reference to the Registrant's
Registration Statement on Form S-4 (Registration No. 333 -
68007) filed with the Securities and Exchange Commission on
November 25, 1998).
99 Press release of Watson Pharmaceuticals, Inc. dated January 15,
1999.
</TABLE>
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NEWS RELEASE
CONTACTS: Watson Pharmaceuticals, Inc.
Sara Swee
Director, Corporate Communications
(909) 270-1400
Morgen-Walke Associates, Inc.
Carolyn Bass, Jim Byers
(415) 296-7383
FOR IMMEDIATE RELEASE
WATSON PHARMACEUTICALS COMPLETES ACQUISITION
OF THERATECH, INC.
CORONA, CA - January 15, 1999 - Watson Pharmaceuticals, Inc. (NYSE: WPI)
announced today that the acquisition of TheraTech, Inc. (Nasdaq: THRT) has been
completed. TheraTech is a leading drug delivery company that develops,
manufactures and markets innovative products based on its patented and
proprietary technologies and systems.
As a result of the acquisition, TheraTech has now become a wholly-owned
subsidiary of Watson Pharmaceuticals. In connection with the acquisition, each
outstanding share of TheraTech common stock will be exchanged for 0.2663 of one
share of Watson common stock. Watson expects to record a one-time charge of
approximately $20 million in connection with this transaction in the first
quarter of 1999.
Watson Pharmaceuticals, Inc., headquartered in Corona, CA, is engaged in the
development, manufacture and sale of proprietary and off-patent pharmaceutical
products. Watson pursues a strategy of generating revenue through established
proprietary and off-patent businesses, capitalizing on its proven ability to
support the development of these drugs in the therapeutic areas of primary care,
women's health, dermatology and neurology/psychiatry.
This press release may contain certain statements of a forward-looking nature
relating to future events or future business performance. Any such statements
that refer to Watson's estimated or anticipated future results, product
performance or other non-historical facts are forward-looking and reflect
Watson's current perspective of existing trends and information. The statements
involve risks and uncertainties that cannot be predicted or quantified and
actual results may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, among others,
the success of Watson's product development activities and the timeliness with
which
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regulatory authorizations and product roll-out may be achieved, market
acceptance of Watson's products and the impact of competitive products and
pricing, the availability on commercially reasonable terms of raw materials and
other third party sourced products, regulatory compliance, the ability to
timely and cost effectively integrate acquisitions, exposure to product
liability and other lawsuits and contingencies, and other risks and
uncertainties detailed in Watson's Securities and Exchange Commission filings,
including its Annual Report on Form 10-K for the year ended December 31, 1997.
This and past press releases of Watson Pharmaceuticals, Inc. are available at
Watson's web site at www.watsonpharm.com. In addition, press releases are
available through PR Newswire's Company On-Call fax service at (800) 758-5804,
extension 112856, and at www.pmewswire.com.
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