Filed On 7/8/97 · SEC File 0-15098 · Accession Number 950124-97-3704
As Of Filer Filing On/For/As Docs:Pgs Issuer Agent
7/08/97 Jones Pharma Inc 8-K{2,5,7} 6/30/97 5:56 Bowne of Detroit...01/FA
Document/Exhibit Description Pages Size
1: 8-K Current Report 3 20K
2: EX-2.1 Asset Purchase Agreement 31 118K
3: EX-2.2 Supply Agreement 20 66K
4: EX-99.1 Press Release Re: Cytomel & Triostat 1 7K
5: EX-99.2 Press Release Re: Second Quarter Sales 1 5K
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): June 30, 1997
JONES MEDICAL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15098 43-1229854
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1945 Craig Road, St. Louis, MO 63146
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 576-6100
-------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OF ASSETS
-----------------------------
Effective June 27, 1997, Jones Medical Industries, Inc. (the
"Company") acquired Cytomel(R) (liothyronine sodium tablets) and Triostat(R)
(liothyronine sodium injection), two pharmaceutical products used to treat
thyroid disorders, from SmithKline Beecham Corporation ("SKB"). Cytomel(R) and
Triostat are synthetic hormone drugs containing triiodothyronine ("T3").
Natural T3 is produced in the thyroid gland by the iodination and coupling of
the amino acid tryosine. Cytomel(R) is T3 replacement hormone used to treat
various chronic thyroid disorders. Triostat(R) is an injectable form of T3
used to treat more acute hypothyroid disorders. Both Cytomel(R) and
Triostat(R) are marketed under approved New Drug Applications ("NDA's") from
the Food and Drug Administration ("FDA").
The Company acquired the rights to Cytomel(R) and Triostat(R) from SKB
for a cash purchase price of $22.8 million. Although the Company is not
obligated to pay SKB royalties on future sales of Cytomel(R) and Triostat(R)
for the treatment of thyroid disorders, the agreement does provide that in the
event that Triostat is approved by the FDA for any additional indications, the
Company will pay additional consideration to SKB equal to ten percent (10%) of
the net incremental sales of Triostat resulting form such additional indications
over a period of ten (10) years following such FDA approval. The contingent
purchase price associated with FDA approval of additional indications for
Triostat(R) would be payable by the Company on a quarterly basis.
The Company also entered into a two (2) year supply agreement ("Supply
Agreement") with SB Pharmco Puerto Rico, Inc., an affiliate of SKB ("SB Puerto
Rico"), pursuant to which SB Puerto Rico will continue to manufacture
Triostat(R) for the Company. The Company has agreed to use its best efforts to
transfer manufacturing of Triostat(R) to its own facility or to that of a third
party within the two (2) year period of the Supply Agreement ("Term"); however,
if approval to transfer said manufacturing is not received from the FDA within
the Term, the Company may extend the Term for one (1) additional year. Any
interruption in the supply of Triostat(R) from SB Puerto Rico due to regulatory
or other causes, or the failure of the Company to obtain FDA approval to
transfer manufacturing of Triostat(R) to another facility, could result in the
inability of the Company to meet demand for Triostat(R) and could materially
and adversely impact the Company's sales of Triostat(R).
The Company is not aware of any generic forms or Cytomel(R) and
Triostat(R) in the market place. However, other pharmaceutical companies may
choose to market and sell generic forms of liothyronine sodium which could lead
to a decrease in the price that customers may be willing to pay for Cytomel(R)
and Triostat(R), or which could reduce the market for these products. There
can be no assurances that the Company will be able to compete effectively, that
additional competitors will not enter the market or that competition will not
have a material adverse effect on the Company's business, financial condition
and results of operations.
Cytomel(R) has not been actively promoted by SKB in over fifteen (15)
years and Triostat(R) is a relatively new drug, having received its NDA in
1991. While the Company plans to market Cytomel(R) and Triostat(R) through its
hospital-based sales and marketing staff, there can be no assurance that the
Company will be successful in its marketing and sales efforts, and failure to
successfully market and sell Cytomel(R) and Triostat(R) could have a material
adverse effect on the Company's business, financial condition and results of
operations.
There are no material relationships between the Company and SKB or any
of the Company's or SKB's affiliates, directors, officers or any associates of
any such directors or officers.
ITEM 5. OTHER EVENTS
On July 3, 1997, the Company announced that second quarter sales are
below analysts' expectations which the Company believes is attributable to
aggressive wholesale buying during March in anticipation of price increases
implemented by the Company on April 1, 1997. The Company believes that such
lower sales will result in earnings per share of approximately $.20 for the
fiscal second quarter of 1997.
Sales and earnings figures for the fiscal second quarter of 1997 will
be announced by the Company during the week of July 28, 1997.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibits No. Exhibit
2.1 Asset Purchase Agreement dated June 27, 1997
between Jones Medical Industries Inc. and
SmithKline Beecham Corporation.
2.2 Supply Agreement dated June 27, 1997 between
Jones Medical Industries, Inc. and SB Pharmco
Puerto Rico Inc.
99.1 Company Press Release announcing the acquisition
of Cytomel(R) and Triostat(R).
99.2 Company Press Release announcing that second
quarter sales are below analysts' expectations.
The Registrant agrees to furnish supplementally a copy of any schedules or
other attachments to the above exhibits to the Commission upon request.
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.
JONES MEDICAL INDUSTRIES, INC.
By: /s/ Michael T. Bramblett
-----------------------------
Name: Michael T. Bramblett
Title: Executive Vice President
Date: July 8, 1997
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
|---|
| This 8-K Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 4/1/97 | | 2 |
| | 6/27/97 | | 1 | | 3 |
| For The Period Ended | | 6/30/97 | | 1 | | | | | 10-Q |
| | 7/3/97 | | 2 |
| Filed On / Filed As Of | | 7/8/97 | | 3 |
| | 7/28/97 | | 2 |
| |
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