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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 24, 2000
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Date of Report (Date of earliest event reported)
Schein Pharmaceutical, Inc.
(exact name of registrant as specified in its charter)
Delaware 001-14019 11-2726505
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(State or other Commission File Number (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
100 Campus Drive, Florham Park, New Jersey 07932
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(Address of Principal Executive Offices) (Zip Code)
(973) 593-5500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed
since last report.)
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ITEM 5. OTHER EVENTS
On May 25, 2000, Watson Pharmaceuticals, Inc. and Schein
Pharmaceutical, Inc. announced that the companies have entered into a definitive
agreement under which Watson will acquire all of the outstanding stock of Schein
through a two-step transaction comprised of a cash tender followed by a taxable
stock merger. The cash tender offer will be at $19.50 per share of Schein common
stock while pursuant to the merger, each Schein share will be converted into
$23.00 of Watson common stock, subject to adjustment of the amount and nature of
the merger consideration as provided in the Agreement and Plan of Merger among
Watson Pharmaceuticals, Inc., WS Acquisition Corp. and Schein Pharmaceutical,
Inc. dated as of May 24, 2000. Both Watson and Schein are developers,
manufacturers and marketers of generic and branded pharmaceutical products,
utilizing various drug delivery technologies.
Please refer to Exhibits 99.1 and 99.2 to this Current Report on Form 8-K
pursuant to Item 601 of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following documents are furnished as Exhibits to this Current
Report on Form 8-K pursuant to Item 601 of Regulation S-K:
99.1 Schein Pharmaceutical, Inc. press release dated May 25, 2000.
99.2 Agreement and Plan of Merger among Watson Pharmaceuticals, Inc.,
WS Acquisition Corp. and Schein Pharmaceutical, Inc. dated as of
May 24, 2000.
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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.
SCHEIN PHARMACEUTICAL, INC.
Date: May 31, 2000
By: /S/ Whitney K. Stearns, Jr.
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Name: Whitney K. Stearns, Jr.
Title: SVP & CFO
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EXHIBIT INDEX
DOC. NO. DOCUMENT DESCRIPTION
99.1 Schein Pharmaceutical, Inc. press release dated May 25, 2000.
99.2 Agreement and Plan of Merger among Watson Pharmaceuticals, Inc., WS
Acquisition Corp. and Schein Pharmaceutical, Inc. dated as of May 24,
2000.
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