UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): December 31, 2008
Valeant Pharmaceuticals International
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-11397
|
|
33-0628076 |
| (State or other jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S Employer |
| incorporation or organization)
|
|
|
|
Identification No.) |
One Enterprise
Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
(949) 461-6000
(Registrant’s telephone number, including area code)
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:
| 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)) |
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 5, 2009, Valeant Pharmaceuticals International (the “Company”) announced that pursuant
to a previously announced Agreement and Plan of Merger dated as of December 9, 2008 (the “Merger
Agreement”) with Dow Pharmaceutical Sciences, Inc., a Delaware corporation (“Dow”), a
representative of the securityholders of Dow and Descartes Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of the Company (“Merger Sub”), the transaction contemplated
in the Merger Agreement (the “Merger”) was completed on December 31, 2008. Upon the closing of the
Merger, Merger Sub merged with and into Dow, and Dow became a wholly owned subsidiary of the
Company. At the closing, the Company paid to the Dow securityholders the aggregate closing
consideration set forth in the Merger Agreement, adjusted for the amount of cash, indebtedness and
working capital of Dow at the closing of the transaction.
On January 5, 2009, the Company filed a current report on Form 8-K (the “Original 8-K”) announcing
the closing of the Merger and filed a copy of the redacted Merger Agreement as Exhibit 2.1
thereto. This Amendment No. 1 is filed for the sole purpose of including certain formerly redacted
portions of the Merger Agreement filed in the Original 8-K. The formerly redacted portions of the
Merger Agreement were previously omitted pursuant to a request for confidential treatment, which
has been amended to withdraw the request for confidential treatment with respect to such portions
of the Merger Agreement which are now unredacted.
Except for the filing of the Merger Agreement as an exhibit, this Amendment No. 1 does not amend
any of the information set forth in the Original 8-K. The foregoing summary of the Merger Agreement
is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed
herewith as Exhibit 2.1 to this Amendment No. 1 to the Original Form 8-K and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| 2.1 |
|
Agreement and Plan of Merger, dated December 9, 2008, by and among
Valeant Pharmaceuticals International, Descartes Acquisition Corp.,
Dow Pharmaceutical Sciences, Inc., and Harris Goodman, as Stockholder
Representative † |
| |
|
|
| † |
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment. |
2