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: APRIL 17, 2002
DATE OF EARLIEST EVENT REPORTED: APRIL 17, 2002
ICN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11397 33-0628076
(State or other (Commission File (I.R.S. Employer
jurisdiction of number) Identification Number)
incorporation or
organization)
3300 HYLAND AVENUE
COSTA MESA, CALIFORNIA 92626
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 545-0100
Item 5. Other Events.
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Ribapharm Inc. ("Ribapharm"), previously a wholly owned
subsidiary of ICN Pharmaceuticals, Inc. ("ICN"), completed an
initial public offering on April 17, 2002 (the "Offering") of
shares of common stock, par value $.01 per share (the "Ribapharm
Shares"), of Ribapharm. ICN sold 26 million Ribapharm Shares (or
17.33% of the outstanding Ribapharm Shares) in the Offering,
excluding the underwriters' over-allotment option to purchase an
additional 3.9 million. ICN continues to own the remaining 82.67%
of the outstanding Ribapharm Shares. ICN used the proceeds of the
Offering to repurchase all of ICN's 8 3/4% senior notes due 2008
pursuant to its previously announced tender offer and consent
solicitation. Each note was repurchased at approximately 118.22%
of principal amount, plus accrued interest. Ribapharm received no
proceeds from the Offering. As stated in ICN's Form 10-K for the
year ended December 31, 2001 (the "Form 10-K"), ICN is committed
to distributing its remaining interest in Ribapharm to ICN's
stockholders within six months of the completion of the Offering,
subject to satisfaction of the conditions stated in the Form
10-K.
Pursuant to the terms of an Indenture by and among ICN, Ribapharm
and The Bank of New York, as Trustee, dated as of July 18, 2001
governing the 6 1/2% convertible subordinated notes due 2008 (the
"Notes") issued by ICN, Ribapharm became jointly and severally
liable under the Notes upon completion of the Offering.
Under the terms of an Interdebtor Agreement between ICN and
Ribapharm, dated April 8, 2002, ICN agreed to make all interest
and principal payments on the Notes and to make any payments due
upon a change of control of ICN or Ribapharm. Ribapharm will be
responsible for such payments, however, to the extent ICN does
not make such payments. Ribapharm can only amend the Interdebtor
Agreement, in a manner adverse to Ribapharm, with the approval of
holders of a majority of the outstanding Ribapharm Shares,
excluding the Ribapharm Shares held by ICN.
Item 7. Financial Statements and Exhibits
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Exhibit Description
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99.1 Interdebtor Agreement between ICN
Pharmaceuticals, Inc. and Ribapharm Inc. with
respect to the 6 1/2% Convertible Subordinated
Notes due 2008
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on behalf of
the undersigned hereunto duly authorized.
Dated: April 17, 2002
ICN PHARMACEUTICALS, INC.
By: /s/ Harry A. Roosje
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Name: Harry A. Roosje
Title: Senior Vice President, Associate
General Counsel and Assistant
Corporate Secretary
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Interdebtor Agreement between ICN
Pharmaceuticals, Inc. and Ribapharm Inc. with
respect to the 6 1/2% Convertible Subordinated
Notes due 2008