<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): AUGUST 28, 2000
WATSON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
0-20045 95-3872914
(Commission File No.) (IRS Employer Identification No.)
311 BONNIE CIRCLE
CORONA, CALIFORNIA 92880
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (909) 270-1400
--------------------
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
On August 28, 2000, Watson Pharmaceuticals, Inc., a Nevada corporation
("Watson"), completed its acquisition of Schein Pharmaceutical, Inc., a Delaware
corporation ("Schein"). Schein was acquired pursuant to an Agreement and Plan of
Merger, dated as of May 24, 2000 (the "Merger Agreement"), among Watson, Schein
and WS Acquisition Corp., a wholly owned subsidiary of Watson ("Merger Sub").
Under the terms of the Merger Agreement:
- Watson acquired all of the outstanding stock of Schein through a
two-step transaction comprised of a cash tender offer followed by
a taxable stock merger in which Merger Sub was merged with and
into Schein, with Schein being the surviving corporation; and
- each outstanding share of Schein common stock not acquired by
Watson through the cash tender offer was converted into the right
to receive 0.42187 of a share of Watson common stock, resulting
in the issuance of approximately 5.3 million shares of Watson
common stock for all remaining outstanding shares of Schein
common stock.
Both Watson and Schein are developers, manufacturers and marketers of
generic and branded pharmaceutical products, utilizing various drug delivery
technologies.
Watson's press release, dated August 28, 2000, titled "Watson
Pharmaceuticals, Inc. Completes Acquisition of Schein Pharmaceutical, Inc.," is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a. The required financial statements with respect to the acquired
business referred to in Item 2 of this Report are incorporated by
reference from:
(i) the consolidated financial statements of Schein included
in Schein's annual report on Form 10-K for the fiscal
year ended December 25, 1999, as filed with the
Securities and Exchange Commission ("SEC") on April 7,
2000; and
(ii) the financial statements of Schein included in Schein's
Quarterly Report on Form 10-Q for the quarterly period
ended March 25, 2000, as filed with the SEC on May 9,
2000.
b. The required pro forma information with respect to the acquired
business referred to in Item 2 of this Report is incorporated by
reference from pages 59 through 67 of the Proxy Statement/Prospectus
included in Amendment No. 2 to Watson's Form S-4 Registration
Statement (No. 333-41466) (the "S-4"), as filed with the SEC on July
28, 2000.
c. Exhibits
2.1 Agreement and Plan of Merger, dated as of May 24, 2000,
among Watson Pharmaceuticals, Inc., WS Acquisition Corp.
and Schein Pharmaceutical, Inc. (incorporated by
reference to Annex A to Watson's S-4).
99.1 Press Release titled "Watson Pharmaceuticals, Inc.
Completes Acquisition of Schein Pharmaceutical, Inc.,"
dated August 28, 2000.
99.2 Pages 42 through 71 of Schein's annual report on Form
10-K for the fiscal year ended December 25, 1999, as
filed with the SEC on April 7, 2000.
99.3 Pages 3 through 13 of Schein's Quarterly Report on Form
10-Q for the quarterly period ended March 25, 2000, as
filed with SEC on May 9, 2000.
2
<PAGE> 3
99.4 Pages 59 through 67 of the Proxy Statement/Prospectus
included in Amendment No. 2 to Watson's S-4, as filed
with the SEC on July 28, 2000.
3
<PAGE> 4
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.
WATSON PHARMACEUTICALS, INC.
Dated: September 11, 2000 By: /s/ Robert C. Funsten
---------------------------------------
Robert C. Funsten
Senior Vice President, General Counsel
and Secretary
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of May 24, 2000,
among Watson Pharmaceuticals, Inc., WS Acquisition Corp. and
Schein Pharmaceutical, Inc. (incorporated by reference to
Annex A to Watson's S-4).
99.1 Press Release titled "Watson Pharmaceuticals, Inc. Completes
Acquisition of Schein Pharmaceutical, Inc.," dated August
28, 2000.
99.2 Pages 42 through 71 of Schein's annual report on Form 10-K
for the fiscal year ended December 25, 1999, as filed with
the SEC on April 7, 2000.
99.3 Pages 3 through 13 of Schein's Quarterly Report on Form 10-Q
for the quarterly period ended March 25, 2000, as filed with
SEC on May 9, 2000.
99.4 Pages 59 through 67 of the Proxy Statement/Prospectus
included in Amendment No. 2 to Watson's S-4, as filed with
the SEC on July 28, 2000.
</TABLE>
5
