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): AUGUST 13, 2004
ACURA PHARMACEUTICALS, INC.
616 N. NORTH COURT, PALATINE, ILLINOIS 60067
(847-705-7709)
Incorporated under the laws of Commission File Number I.R.S. Employer Identification Number
State of New York 1-10113 11-0853640
This Current Report on Form 8-K is filed by Acura Pharmaceuticals, Inc.
(formerly known as Halsey Drug Co., Inc.), a New York corporation (the
"Company"), in connection with the matters described herein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 13, 2004, the Company and its wholly-owned subsidiary, Axiom
Pharmaceutical Corporation, a Delaware corporation, completed the sale of
substantially all of the assets located at the Company's former manufacturing
sites in Congers, New York to IVAX Pharmaceuticals New York LLC, a New York
limited liability company ("IVAX"). In exchange for the Congers assets, the
Company received from IVAX cash in the amount of $2.5 million and IVAX assumed
certain related liabilities. The sale price was determined by arms-length
negotiation between the parties based on a variety of factors.
The sale of substantially all of the Congers assets is described more
fully in the Company's definitive proxy statement on Schedule 14A, filed with
the Securities and Exchange Commission on July 6, 2004.
ITEM 5. OTHER EVENTS.
On August 13, 2004, the Company issued the press release attached
hereto as Exhibit 99.2 announcing the results of the Company's 2004 annual
meeting of shareholders and the completion of the sale of the Company's Congers
assets to IVAX.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(B) PRO FORMA FINANCIAL INFORMATION
Unaudited pro forma financial information has not been provided as the
sale of substantially all of the assets used in the operation of the Congers
facilities and the assignment of certain related liabilities will be accounted
for as a disposition of assets and the Company's financial statements for the
year ended December 31, 2003 reflect the write down of such assets to their
estimated net realizable value of approximately $2.0 million.
(C) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Asset Purchase Agreement, dated March 19, 2004, by and among Halsey
Drug Co., Inc., Axiom Pharmaceutical Corporation and IVAX
Pharmaceuticals New York LLC (Exhibit 2.1 to the Company's Current
Report on Form 8-K dated March 19, 2004 and incorporated by reference
herein)
10.1 Voting Agreement, dated March 19, 2004, by and among Halsey Drug Co.,
Inc., IVAX Pharmaceuticals New York LLC and certain holders of Halsey
Drug Co., Inc.'s voting securities (Exhibit 10.1 to the Company's
Current Report on Form 8-K dated March 19, 2004 and incorporated by
reference herein)
10.2 Use and License Agreement, dated March 19, 2004, by and among Halsey
Drug Co., Inc., Axiom Pharmaceutical Corporation and IVAX
Pharmaceuticals New York LLC (Exhibit 10.2 to the Company's Current
Report on Form 8-K dated March 19, 2004 and incorporated by reference
herein)
99.1 Press Release of Halsey Drug Co., Inc. dated March 24, 2004 (Exhibit
99.1 to the Company's Current Report on Form 8-K dated March 19, 2004
and incorporated by reference herein)
99.2 Press Release of Acura Pharmaceuticals, Inc. dated August 13, 2004.
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 thereunto duly authorized.
ACURA PHARMACEUTICALS, INC.
By: /s/ Andrew D. Reddick
-------------------------------------
Andrew D. Reddick
President & Chief Executive Officer
Date: August 13, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Asset Purchase Agreement, dated March 19, 2004, by and among Halsey
Drug Co., Inc., Axiom Pharmaceutical Corporation and IVAX
Pharmaceuticals New York LLC (Exhibit 2.1 to the Company's Current
Report on Form 8-K dated March 19, 2004 and incorporated by reference
herein)
10.1 Voting Agreement, dated March 19, 2004, by and among Halsey Drug Co.,
Inc., IVAX Pharmaceuticals New York LLC and certain holders of Halsey
Drug Co., Inc.'s voting securities (Exhibit 10.1 to the Company's
Current Report on Form 8-K dated March 19, 2004 and incorporated by
reference herein)
10.2 Use and License Agreement, dated March 19, 2004, by and among Halsey
Drug Co., Inc., Axiom Pharmaceutical Corporation and IVAX
Pharmaceuticals New York LLC (Exhibit 10.2 to the Company's Current
Report on Form 8-K dated March 19, 2004 and incorporated by reference
herein)
99.1 Press Release of Halsey Drug Co., Inc. dated March 24, 2004 (Exhibit
99.1 to the Company's Current Report on Form 8-K dated March 19, 2004
and incorporated by reference herein)
99.2 Press Release of Acura Pharmaceuticals, Inc. dated August 13, 2004.
EXHIBIT 99.2
CONTACT: Acura Pharmaceuticals, Inc.
Peter A. Clemens, SVP Investor Relations & CFO 847-705-7709
FOR IMMEDIATE RELEASE
HALSEY DRUG CO., INC. ANNOUNCES RESULTS OF 2004 ANNUAL
MEETING AND COMPLETION OF ASSET SALE TO IVAX
CHANGES NAME TO ACURA PHARMACEUTICALS, INC.
PALATINE, IL, AUGUST 13, 2004: Halsey Drug Co., Inc. (OTC.BB-HDGC) today
announced that Shareholders at its 2004 Annual Meeting authorized an amendment
to the Company's charter to change its name to Acura Pharmaceuticals, Inc. The
new name becomes effective today. As a result of this name change, the Company
will receive a new stock symbol and will notify the market of the new symbol as
soon as it is provided by NASDAQ.
In addition to changing the Company's name the Shareholders approved certain
additional matters including:
o Elected six directors to the board;
o Authorized the Company to amend its Certificate of Incorporation to
increase the number of authorized shares of its $0.01 par value common
stock to 650.0 million shares and to authorize various series of
preferred stock;
o Approved the sale of substantially all the assets used in the Company's
operations at its former Congers, NY locations to IVAX Pharmaceuticals
New York LLC;
o Adopted amendments to the Company's 1998 Stock Option Plan;
o Ratified the appointment of Grant Thornton LLP as the Company's
independent certified public accountants for the fiscal year ending
December 31, 2004.
Commenting, Andy Reddick, President and CEO said, "We're pleased to announce the
name change to Acura Pharmaceuticals, Inc. Our new name closes a chapter on the
Company's heritage as a manufacturer of generic pharmaceutical products and
clearly signifies the establishment of a revitalized organization engaged
primarily in research, development and manufacture of proprietary product
candidates utilizing our innovative opioid abuse deterrent formulation
technology. These are truly exciting times as we attempt to fill a market void
for products designed to deter abuse of orally administered opioids.
The additional matters approved at the 2004 Annual Meeting serve to further the
corporate restructuring begun in late 2003 by allowing for the completion on
August 13, 2004 of the sale of the Company's former generic manufacturing
facilities located in Congers, New York to IVAX Pharmaceuticals New York LLC.
The asset sale was completed in accordance with the terms of the Asset Purchase
Agreement dated March 19, 2004 previously disclosed on Form 8-K, and provided
for a cash payment to the Company of $2.5 million. Of this amount, $2.0 million
was received on March 19, 2004 and the remaining $0.5 million was received
August 13, 2004. In addition, the approval of the amendment to the Company's
Certificate of Incorporation triggers the immediate conversion of all of the
Company's outstanding convertible debentures totaling approximately $100.6
million into approximately 218.0 million shares of convertible preferred stock.
Such preferred stock is convertible into an aggregate of approximately 305.8
million shares of the Company's common stock."
Acura Pharmaceuticals, Inc. (formerly Halsey Drug Co., Inc.), together with its
subsidiaries, is an emerging pharmaceutical technology development Company
specializing in proprietary opioid abuse deterrent formulation technology and
opioid API synthesis technologies.
This press release contains forward looking statements, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act
of 1934, as amended that are based on management's beliefs and assumptions,
current expectations, estimates and projections. Investors are cautioned that
forward looking statements involve risks, uncertainties and other factors, which
could cause actual results to differ materially from future results expressed or
implied by such forward looking statements. The most significant of such factors
include, but are not limited to, general economic conditions, competitive
conditions, technological conditions and governmental legislation. More
specifically, important factors that may affect future results include, but are
not limited to: changes in laws and regulations, particularly those affecting
the Company's operations; the Company's ability to continue to attract,
assimilate and retain highly skilled personnel; its ability to secure and
protect its patents, trademarks and proprietary rights; litigation or regulatory
action that could require the Company to pay significant damages or change the
way it conducts its business; the Company's ability to successfully develop and
market its products; customer responsiveness to new products and distribution
channels; its ability to compete successfully against current and future
competitors; its dependence on third-party suppliers of raw materials; the
availability of controlled substances that constitute the active ingredients of
the Company's products in development; difficulties or delays in clinical trials
for Company products or in the manufacture of Company products; and other risks
and uncertainties detailed in Company filings with the Securities and Exchange
Commission. The Company is at an early stage of development and may not ever
have any products that generate significant revenue.
Further, the forward looking statements speak only as of the date of such
statements are made, and the Company undertakes no obligation to update any
forward looking statements to reflect events or circumstances after the date of
such statements. Any or all of the forward looking statements whether included
in this release or in the Company's filings with the Securities and Exchange
Commission, may turn out to be wrong. Readers should remember that no forward
looking statement can be guaranteed and other factors besides those listed above
could adversely affect the Company, its operating results or financial
condition.
This and past press releases for Acura Pharmaceuticals, Inc. are available at
the Company's web site at www.halseydrug.com.