Allergan Finance LLC 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant To Section 13 or 15(d) Of the Securities and Exchange Act Of 1934
WATSON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
(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:
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))
On November 3, 2006, Watson Pharmaceuticals, Inc. (Watson) completed the acquisition of Andrx Corporation (Andrx) pursuant to the Agreement and Plan of Merger, entered into by Watson, Andrx and Water Delaware, Inc., a wholly-owned subsidiary of Watson dated as of March 12, 2006 (the Merger Agreement), as amended on July 7, 2006 (the Acquisition). Under the terms of the Merger Agreement, each outstanding share of Andrx common stock was converted into the right to receive $25 in cash for total consideration of approximately $1.83 billion. In addition, all outstanding options to purchase Andrx common stock and all outstanding Andrx restricted stock units were cancelled in exchange for an aggregate payment made to the holders of such options and restricted stock units of approximately $44 million. On November 6, 2006, Watson filed a Current Report on Form 8-K (the 8-K Report) to report completion of the Acquisition.
This Current Report on Form 8-K/A is being filed to amend Item 9.01 of the 8-K Report in order to provide the pro forma financial information required by Item 9.01(b), which we indicated would be provided no later than 71 days from the 8-K Report.
Item 9.01 Financial Statements and Exhibits.
(b)Pro Forma Financial Information
The unaudited pro forma condensed combined financial information reflecting the acquisition of Andrx by Watson is filed as Exhibit 99.4 to this Report and is incorporated herein by reference.
The following exhibits are furnished as part of this Report:
* Previously filed as an exhibit to the 8-K Report filed with the Securities and Exchange Commission on November 6, 2006.
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.
* Previously filed as an exhibit to Watsons Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2006.