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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 17, 2000
ALGOS PHARMACEUTICAL CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware 000-28844 22-3142274
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
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1333 Campus Parkway, Neptune, New Jersey 07753
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(Address of principal executive offices) (Zip Code)
(732) 938-5959
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(Registrants' telephone number, including area code)
N/A
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(former name or former address, if changed since last report)
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ITEM 1(b). CHANGE IN CONTROL OF REGISTRANT
On April 17, 2000, Algos Pharmaceutical Corporation entered into an
amendment to its Amended and Restated Agreement and Plan of Merger with Endo
Pharmaceuticals Holdings Inc. and Endo's wholly-owned subsidiary, Endo Inc. The
merger agreement provides that, upon satisfaction or, where applicable, waiver
of certain conditions, Algos will merge into Endo Inc., with Endo Inc. surviving
the merger as a wholly-owned subsidiary of Endo.
Under the merger agreement, each share of Algos common stock will be
exchanged for one share of common stock of Endo, such that the holders of Algos
common stock will, at the time of the merger, own 20% of the combined public
company's approximately 89.5 million pro forma fully diluted shares outstanding.
In addition, the merger agreement provides that each holder of Algos common
stock will receive a warrant for each share of Algos common stock that the
holder exchanges in the merger. These warrants will be subject to a warrant
agreement and will be exercisable for a nominal price per share upon approval of
MorphiDex(R) by the Food and Drug Administration, or the FDA.
The April 17, 2000 amendment amends certain provisions relating to
these warrants. In particular, the merger agreement had provided that if FDA
approval of MorphiDex(R) was obtained on or before December 31, 2001, then upon
exercise of the warrants, holders of the warrants would have received an
additional 15% of the pro forma combined company (to be calculated as if all
warrants had been exercised at the closing of the merger). The amendment changes
the warrant provisions such that holders of the warrants will receive this
additional 15% of the pro forma combined company (to be calculated as if all
warrants had been exercised at the closing of the merger) if FDA approval of
MorphiDex(R) is obtained on or before March 31, 2002, instead of December 31,
2001. In addition, under the merger agreement, this percentage was to be reduced
by an amount that represented five percentage points for each six-month period
after December 31, 2001 that MorphiDex(R) is not approved. The amendment
provides instead that for the first six-month period after March 31, 2002 that
MorphiDex(R) is not approved, this percentage will be reduced by an amount that
represents six percentage points, and for the second six-month period after
March 31, 2002 that MorphiDex(R) is not approved, by an amount that represents
five percentage points. The merger agreement also provided that if FDA approval
of MorphiDex(R) was not attained by December 31, 2002, the warrants would expire
unexercised. The amendment extends this deadline to March 31, 2003. The
amendment does not change any of the other provisions of these warrants. In
addition, the amendment also provides that the termination date of the merger
agreement will be extended from June 30, 2000 to July 31, 2000. The amendment is
attached as Exhibit 2.1 to this report.
The Exhibit hereto is incorporated by reference herein and form an
integral part hereof.
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Item 7. Financial Statements and Exhibits.
Exhibits.
2.1 Amendment, dated as of April 17, 2000, to the Amended and
Restated Merger Agreement, dated as of March 3, 2000, among
Algos Pharmaceutical Corporation, Endo Pharmaceuticals
Holdings Inc. and Endo Inc.
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SIGNATURES
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.
Dated: April 17, 2000
ALGOS PHARMACEUTICAL CORPORATION
By: /s/ John W. Lyle
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John W. Lyle
President and Chief Executive Officer
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EXHIBIT INDEX
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Sequentially
Exhibit No. Numbered Page
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2.1 Amendment, dated as of April 17, 2000, to the Amended and Restated
Merger Agreement, dated as of March 3, 2000, among Algos
Pharmaceutical Corporation, Endo Pharmaceuticals Holdings
Inc. and Endo Inc.
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EXHIBIT 2.1
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
AMENDMENT, dated as of April 17, 2000 (this "Amendment"), by and among ENDO
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PHARMACEUTICALS HOLDINGS INC., a Delaware corporation ("Parent"), ENDO INC., a
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Delaware corporation and a newly-formed wholly-owned subsidiary of Parent
("Sub"), and ALGOS PHARMACEUTICAL CORPORATION, a Delaware corporation (the
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"Company"). Capitalized terms used herein but not otherwise defined herein shall
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have the meanings ascribed to them in the Merger Agreement (as hereinafter
defined).
W I T N E S S E T H:
WHEREAS, Parent, Sub and the Company entered into an agreement and plan of
merger, dated as of November 26, 1999 (as amended and restated as of March 3,
2000, the "Merger Agreement"), whereby the Company will merge with and into Sub;
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WHEREAS, the respective Boards of Directors of Parent, Sub and the Company
have each determined that amending the Merger Agreement is advisable and in the
best interest of their respective stockholders;
NOW THEREFORE, in consideration of the premises and agreements contained
herein, the parties hereto agree as follows:
FIRST, Section 7.1(d)(iii) of the Merger Agreement is hereby amended to
replace "June 30, 2000" with "July 31, 2000."
SECOND, the Merger Agreement is hereby further amended to extend for three
months each of the time periods related to the exercise of the Algos Warrants to
purchase shares of Parent Common Stock, as contemplated by Section 7 of the Form
of Algos Warrant Agreement, by and between Parent and the Warrant Agent (as
defined therein) and attached as Exhibit C to the Merger Agreement (the "Algos
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Warrant Agreement"). To achieve the intentions of the parties set forth in the
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previous sentence, Section 7 of the Algos Warrant Agreement is hereby amended as
follows:
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a. "December 31, 2001" in the second and third sentences thereof
shall be replaced with "March 31, 2002;"
b. "June 30, 2002" in the third and fourth sentences thereof shall
be replaced with "September 30, 2002;" and
c. "December 31, 2002" in the fourth sentence thereof shall be
replaced with "March 31, 2003."
THIRD, the Merger Agreement is hereby further amended to revise the numbers
of shares of Parent Common Stock (the "Number(s) of Parent Shares") into which
the Algos Warrants shall be exercisable, as contemplated by Section 7 of the
Algos Warrant Agreement. To achieve the intentions of the parties set forth in
the previous sentence, Section 7 of the Algos Warrant Agreement is hereby
amended to provide that:
a. If the Exercisability Date (as defined in the Algos Warrant
Agreement) is on or prior to March 31, 2002 (such date having
been updated to reflect the amendment in Article SECOND hereof),
the holders of the Algos Warrants shall continue to be entitled to
receive upon exercise of the Algos Warrants and payment of the
Exercise Price (as defined in the Algos Warrant Agreement), the
Number of Parent Shares that, together with the shares of Parent
Common Stock issued to the Algos stockholders in the Merger,
represent 35% of the Parent Common Stock outstanding immediately
upon consummation of the Merger (assuming all of the Algos Warrants
were exercised upon such consummation);
b. If the Exercisability Date is after March 31, 2002
and on or prior to September 30, 2002 (such dates having been
updated to reflect the amendments in Article SECOND hereof), the
holders of the Algos Warrants shall be entitled to receive upon
exercise of the Algos Warrants and payment of the Exercise Price,
the Number of Parent Shares that, together with the shares of
Parent Common Stock issued to the Algos stockholders in the Merger,
represent 29% of the Parent Common Stock outstanding immediately
upon consummation of the Merger (assuming all of the Algos Warrants
were exercised upon such consummation); and
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c. If the Exercisability Date is after September 30, 2002 and on or
prior to March 31, 2003 (such dates having been updated to reflect
the amendments in Article SECOND hereof), the holders of the Algos
Warrants shall be entitled to receive upon exercise of the Algos
Warrants and payment of the Exercise Price (as defined in the Algos
Warrant Agreement), the Number of Parent Shares that, together with
the shares of Parent Common Stock issued to the Algos stockholders
in the Merger, represent 24% of the Parent Common Stock outstanding
immediately upon consummation of the Merger (assuming all of the
Algos Warrants were exercised upon such consummation).
FOURTH, in order to achieve the agreements set forth in this Amendment, the
parties hereto further agree to revise in the Algos Warrant Agreement and the
Algos Warrants the Numbers of Parent Shares into which the Algos Warrants are
exercisable to reflect the provisions of Article THIRD hereof and to make such
other changes to the Algos Warrant Agreement and the Algos Warrants as they deem
necessary or appropriate to carry out their intentions in entering into this
Amendment.
FIFTH, this Amendment may be executed in counterparts, all of which shall
be considered one and the same amendment, and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by their respective officers thereunto duly authorized all as of the date
first written above.
ENDO PHARMACEUTICALS HOLDINGS INC.
By: /s/ Carol A. Ammon
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Name: Carol A. Ammon
Title: President & Chief Executive Officer
ENDO INC.
By: /s/ Carol A. Ammon
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Name: Carol A. Ammon
Title: President & Chief Executive Officer
ALGOS PHARMACEUTICAL CORPORATION
By: /s/ John W. Lyle
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Name: John W. Lyle
Title: President
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