King Pharmaceuticals, Inc.
UNITED STATES
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 5, 2007 (December 29, 2006)
King Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
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Tennessee
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001-15875
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54-1684963 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
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501 Fifth Street, Bristol, Tennessee
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37620 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (423) 989-8000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On
January 3, 2007, King Pharmaceuticals, Inc., a Tennessee corporation (the Company),
King Pharmaceuticals Research and Development, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company (King R&D, and together with the Company, King) and
Ligand Pharmaceuticals Incorporated, a Delaware corporation (Ligand) entered into
Amendment No. 1 (Amendment No. 1), effective as
of November 30, 2006, to that certain Purchase Agreement (the Purchase
Agreement) dated as of September 6, 2006, and certain other agreements, pursuant to which King
has agreed to acquire all of Ligands rights in and to Avinza® (morphine sulfate extended-release
capsules) in the United States, its territories and Canada, including, among other things, all
Avinza® inventory, equipment, records and related intellectual property, and assume certain
liabilities as set forth in the Purchase Agreement (collectively, the Transaction).
Among other things, Amendment No. 1 amends Section 11.1(a)(ii) of the Purchase Agreement to replace
December 31, 2006 with February 28,
2007 as the Outside Date of the Purchase Agreement. The text of Amendment No. 1 is filed as an exhibit hereto and
incorporated by reference herein.
King
and Ligand also entered into a side letter to the Purchase Agreement dated as of December 29, 2006,
the text of which is filed as an exhibit hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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2.1 |
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Amendment No. 1 to Purchase Agreement, Contract Sales Force Agreement and
Confidentiality Agreement by and between Ligand Pharmaceuticals Incorporated, King
Pharmaceuticals, Inc. and King Pharmaceuticals Research and Development, Inc., dated
as of January 3, 2007, effective as of November 30, 2006 |
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2.2 |
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Side Letter among King and Ligand dated December 29, 2006 |
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.
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Date: January 5, 2007 |
KING PHARMACEUTICALS, INC.
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By: |
/s/ Joseph Squicciarino
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Joseph Squicciarino |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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No. |
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Description |
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2.1 |
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Amendment No. 1 to Purchase Agreement, Contract Sales Force
Agreement and Confidentiality Agreement by and between Ligand
Pharmaceuticals Incorporated, King Pharmaceuticals, Inc. and
King Pharmaceuticals Research and Development, Inc., dated as
of January 3, 2007, effective as of November 30, 2006 |
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2.2 |
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Side Letter among King and Ligand dated December 29, 2006 |